Ratings Event. (i) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-1+" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("S&P") and, as a result of such cessation, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either: (A) put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event; (B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event); (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or (D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either: (A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event); (B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iii) If: (A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇; or (B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Rating Event, at its own cost either: (1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇; (2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇; (3) take such other action as Party A may agree with ▇▇▇▇▇'▇; or (4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iv) If: (A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇; or (B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will: (1) on a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Rating Event, at its own cost, either:
Appears in 3 contracts
Sources: Master Agreement (Permanent Mortgages Trustee LTD), Master Agreement (Permanent Mortgages Trustee LTD), Master Agreement (Permanent Mortgages Trustee LTD)
Ratings Event. (i) If the shortlong-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider of Party A (or its successor) cease to be rated at least as high as "A-1+AA-" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("S&P") and, as a result of such cessation, the then current rating of the Series 1 2 Class [A/B/C] Seventh Sixth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 2 Class [A/B/C] Seventh Sixth Issuer Notes by S&P at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh Sixth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 2 Class [A/B/C] Seventh Sixth Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 2 Class [A/B/C] Seventh Sixth Issuer Notes by S&P at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh Sixth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 2 Class [A/B/C] Seventh Sixth Issuer Notes at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh Sixth Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 2 Class [A/B/C] Seventh Sixth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the shortlong-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider of Party A (or its successor) cease to be rated at least as high as "A-3BBB-" by S&P and, as a result of such downgrade, the then current rating of the Series 1 2 Class [A/B/C] Seventh Sixth Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 2 Class [A/B/C] Seventh Sixth Issuer Notes by S&P at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh Sixth Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 2 Class [A/B/C] Seventh Sixth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 2 Class [A/B/C] Seventh Sixth Issuer Notes at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh Sixth Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) If the long-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider of Party A (or its successor) cease to be rated at least as high as the lower of (A) "A1" (or its equivalent) by ▇▇▇▇▇'▇; or
▇ and (B) the short-term, unsecured and unsubordinated debt obligations highest rating of Party the Series 2 Class [A's Credit Support Provider cease to be rated at least as high as "Prime-1" (or its equivalent) /B/C] Sixth Issuer Notes then issued by ▇▇▇▇▇'▇, ▇ immediately prior to such cessation (such cessation being an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Rating Event, at its own cost either:
(1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree agreed with ▇▇▇▇▇'▇;
(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree agreed with ▇▇▇▇▇'▇;
(3) take such other action as Party A may agree agreed with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral requirements as may be agreed with ▇▇▇▇▇'▇. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) If the long-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider of Party A (or its successor) cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, ▇ (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable best efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Rating Event, at its own cost, eitherattempt either to:
Appears in 3 contracts
Sources: Schedule to the Master Agreement (Permanent Financing (No. 6) PLC), Schedule to the Master Agreement (Permanent Financing (No. 6) PLC), Schedule to the Master Agreement (Permanent Financing (No. 6) PLC)
Ratings Event. (i) If In the event that the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as ["A-1+" "] by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("S&P") and, as a result of such cessation, the then current rating of the Series 1 [2/4] Class [A/B/CM[/C]] Seventh Fourth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is will be determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and ), (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 [2/4] Class [A/B/CM[/C]] Seventh Fourth Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event [and (z) the enforceability of such collateral arrangement must be supported by legal opinions with respect to each relevant jurisdiction provided in a form reasonably acceptable to S&P within 30 days of the occurrence of such Initial S&P Rating Event];
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory whose short-term, unsecured and unsubordinated debt rating is at least ["A-1+"] from S&P or such other rating as is commensurate with the rating assigned to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 [2/4] Class [A/B/CM[/C]] Seventh Fourth Issuer Notes by S&P atfrom time to time;
(C) procure another person to become a co-obligor or guarantor in respect of the obligations of Party A with respect to this Agreement, provided that such guarantor or restore co-obligor has a short-term, unsecured and unsubordinated debt rating of at least ["A-1+"] from S&P or such other rating as is commensurate with the rating of assigned to the Series 1 [2/4] Class [A/B/CM[/C]] Seventh Fourth Issuer Notes by S&P to, the level it would have been at immediately prior from time to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event)time; or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 [2/4] Class [A/B/CM[/C]] Seventh Fourth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory whose short-term, unsecured and unsubordinated debt rating is at least ["A-1+"] from S&P or such other rating as is commensurate with the rating assigned to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 [2/4] Class [A/B/CM[/C]] Seventh Fourth Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior from time to such Subsequent S&P Rating Event)time;
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 [2/4] Class [A/B/CM[/C]] Seventh Fourth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event[; or
(C) obtain procure another person to become a guarantee co-obligor or guarantor in respect of its rights and the obligations of Party A with respect to this Agreement Agreement, provided that such co-obligor or guarantor has a short-term, unsecured and unsubordinated debt rating of at least ["A-1+"] from a third party satisfactory S&P or such other rating as is commensurate with the rating assigned to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 [2/4] Class [A/B/CM[/C]] Seventh Fourth Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior by S&P from time to such Subsequent S&P Rating Event)time], and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) [or (ii)(C) )] above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) IfIn the event that:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as ["A1" "] (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as ["Prime-1" "] (or its equivalent) by ▇▇▇▇▇'▇, and as a result of such downgrade the then current ratings of the Series [2/4] Class [A/B/M[/C]] Fourth Issuer Notes may, in the reasonable opinion of ▇▇▇▇▇'▇ be downgraded or placed under review for possible downgrade (such cessation being downgrade or placing under review for downgrade, an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Rating Event, on a reasonable efforts basis and at its own cost eitherattempt either to:
(1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the ▇▇▇▇▇'▇ Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with in relation to whom ▇▇▇▇▇'▇ has confirmed that there would be no Initial ▇▇▇▇▇'▇ Rating Event;
(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the ▇▇▇▇▇'▇ Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other a person as Party A may agree with in relation to whom ▇▇▇▇▇'▇ has confirmed that there would be no Initial ▇▇▇▇▇'▇ Rating Event;
(3) take such other action as Party A may agree agrees with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) IfIn the event that:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as ["A3" "] (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as ["Prime-2" "] (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts basis, as soon as reasonably practicable after basis within 30 days of the occurrence of such Subsequent ▇▇▇▇▇'▇ Rating Event, at its own cost, eitherattempt either to:
Appears in 3 contracts
Sources: Master Agreement (Permanent Mortgages Trustee LTD), Master Agreement (Permanent Mortgages Trustee LTD), Master Agreement (Permanent Mortgages Trustee LTD)
Ratings Event. (i) If In the event that the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor or assignee) and, if relevant, any Credit Support Provider cease to be rated at least as high as of Party A, are downgraded below ["A-1+" "] by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Companies, Hill Companies Inc. ("S&P") and, as a result of such cessationresul▇ ▇▇ ▇▇▇▇ ▇owngrade, the then current rating of the Series 1 Class [A/B/C] Seventh B Sixth Issuer Notes is may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost cost, either:
(A) put in place an appropriate ▇▇▇▇-tomark-to-market collateral agreement agreement, (which may whi▇▇ ▇ay be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will shall be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) than the criteria of S&P published on 17th Decemberas at 31st September, 2003, as amended and supplemented from time to time, 1999 which enables enable entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation collateralisation, are rated at a higher level (as referred to, in part, in the article entitled New Structured Finance Interest Rate and Currency Swap Criteria Broadens Allowable Counterparties in the January 1999 issue of S&P's Structured Finance publication) (the "S&P CRITERIA") ), and (y) the Collateral Amount will shall not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh B Sixth Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Eventdowngrading;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory whose short-term, unsecured and unsubordinated debt obligations are rated at least as high as ["A-1+"] by S&P and ["F1"] by Fitch Ratings Limited ("FITCH") and whose long-term, unsecured and unsubordinated debt obligations are rated at least as high as ["A1"] by Moody's Investors Services ("MOODY'S") or, in each case, such other ratings as are commensurate with the ratings assigned to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh B Sixth Issuer Notes by S&P at, or restore the such rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior agencies from time to such Initial S&P Rating Event);time; or
(C) obtain a guarantee procure another person to become co-obligor in respect of its rights and the obligations with respect to of Party A under this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh B Sixth Issuer Notes then outstanding following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain no lower than the rating of the Series 1 Class [A/B/C] Seventh B Sixth Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateraldowngrade.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Rating Event, at its own cost either:
(1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇;
(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇;
(3) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Rating Event, at its own cost, either:
Appears in 3 contracts
Sources: Master Agreement (Holmes Financing No 6 PLC), Master Agreement (Holmes Financing No 6 PLC), Master Agreement (Holmes Financing No 6 PLC)
Ratings Event. (i) If In the event that the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor or assignee) and, if relevant, any Credit Support Provider cease to be rated at least as high as of Party A, are downgraded below ["A-1+" "] by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Companies, Hill Companies Inc. ("S&P") and, as a result of such cessationresul▇ ▇▇ ▇▇▇▇ ▇owngrade, the then current rating of the Series 1 Class [A/B/C] Seventh C Sixth Issuer Notes is may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost cost, either:
(A) put in place an appropriate ▇▇▇▇-tomark-to-market collateral agreement agreement, (which may whic▇ ▇▇y be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will shall be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) than the criteria of S&P published on 17th Decemberas at 31st September, 2003, as amended and supplemented from time to time, 1999 which enables enable entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation collateralisation, are rated at a higher level (as referred to, in part, in the article entitled New Structured Finance Interest Rate and Currency Swap Criteria Broadens Allowable Counterparties in the January 1999 issue of S&P's Structured Finance publication) (the "S&P CRITERIA") ), and (y) the Collateral Amount will shall not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh C Sixth Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Eventdowngrading;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory whose short-term, unsecured and unsubordinated debt obligations are rated at least as high as ["A-1+"] by S&P and ["F1"] by Fitch Ratings Limited ("FITCH") and whose long-term, unsecured and unsubordinated debt obligations are rated at least as high as ["A1"] by Moody's Investors Services ("MOODY'S") or, in each case, such other ratings as are commensurate with the ratings assigned to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh C Sixth Issuer Notes by S&P at, or restore the such rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior agencies from time to such Initial S&P Rating Event);time; or
(C) obtain a guarantee procure another person to become co-obligor in respect of its rights and the obligations with respect to of Party A under this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh C Sixth Issuer Notes then outstanding following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain no lower than the rating of the Series 1 Class [A/B/C] Seventh C Sixth Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateraldowngrade.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Rating Event, at its own cost either:
(1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇;
(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇;
(3) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Rating Event, at its own cost, either:
Appears in 3 contracts
Sources: Master Agreement (Holmes Financing No 6 PLC), Master Agreement (Holmes Financing No 6 PLC), Master Agreement (Holmes Financing No 6 PLC)
Ratings Event. (i) If In the event that the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor or assignee) and, if relevant, any Credit Support Provider cease to be rated at least as high as of Party A, are downgraded below ["A-1+" "] by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Companies, Hill Companies Inc. ("S&P") and, as a result of such cessation▇▇▇▇▇rade, the then current rating of the Series 1 Class [A/B/C] Seventh A Sixth Issuer Notes is may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost cost, either:
(A) put in place an appropriate ▇▇▇▇-tomark-to-market collateral agreement agreement, (which may be based ▇▇ ▇ased on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will shall be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) than the criteria of S&P published on 17th Decemberas at 31st September, 2003, as amended and supplemented from time to time, 1999 which enables enable entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation collateralisation, are rated at a higher level (as referred to, in part, in the article entitled New Structured Finance Interest Rate and Currency Swap Criteria Broadens Allowable Counterparties in the January 1999 issue of S&P's Structured Finance publication) (the "S&P CRITERIA") ), and (y) the Collateral Amount will shall not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh A Sixth Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Eventdowngrading;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory whose short-term, unsecured and unsubordinated debt obligations are rated at least as high as ["A-1+"] by S&P and ["F1"] by Fitch Ratings Limited ("FITCH") and whose long-term, unsecured and unsubordinated debt obligations are rated at least as high as ["A1"] by Moody's Investors Services ("MOODY'S") or, in each ▇▇▇▇, such other ratings as are commensurate with the ratings assigned to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh A Sixth Issuer Notes by S&P at, or restore the such rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior agencies from time to such Initial S&P Rating Event);time; or
(C) obtain a guarantee procure another person to become co-obligor in respect of its rights and the obligations with respect to of Party A under this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh A Sixth Issuer Notes then outstanding following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain no lower than the rating of the Series 1 Class [A/B/C] Seventh A Sixth Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateraldowngrade.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Rating Event, at its own cost either:
(1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇;
(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇;
(3) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Rating Event, at its own cost, either:
Appears in 3 contracts
Sources: Master Agreement (Holmes Financing No 6 PLC), Master Agreement (Holmes Financing No 6 PLC), Master Agreement (Holmes Financing No 6 PLC)
Ratings Event. (i) If In the shortevent that the long-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider of Party A (or its successor) cease to be rated at least as high as ["A-1+" AA-"] by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Hill Companies, Inc. ("S&P") and, as a result of such cessationsuc▇ ▇▇▇▇▇▇▇▇▇ng, the then current rating of the Series 1 o Class [A/B/C] Seventh o Third Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENTRating Event"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, Ratings Event at its own cost either:
(A) put in place an appropriate ▇▇▇▇-tomark-to-market collateral agreement agreement, (which may be based b▇▇▇▇ on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its Party A's obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating ratings of the Series 1 o Class [A/B/C] Seventh o Third Issuer Notes by S&P at, or restore the rating of the Series 1 o Class [A/B/C] Seventh o Third Issuer Notes by S&P to, to the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNTCollateral Amount") is determined on a basis which satisfies (but is no more onerous than) than the criteria of S&P published on 17th December, 2003in January 1999, as amended and supplemented from time to timein June 2000, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (as referred to, in part, in the article entitled New Interest Rate Currency Swap Criteria Broadens Allowable Counterparties in the January 1999 issue of S&P's Structured Finance Publication) (the "S&P CRITERIACriteria") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 o Class [A/B/C] Seventh o Third Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to of this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating ratings of the Series 1 o Class [A/B/C] Seventh o Third Issuer Notes by S&P at, or restore the rating of the Series 1 o Class [A/B/C] Seventh o Third Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 o Class [A/B/C] Seventh o Third Issuer Notes at, or restore the rating of the Series 1 o Class [A/B/C] Seventh o Third Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 o Class [A/B/C] Seventh o Third Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If In the shortevent that the long-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider cease of Party A (or its successor) is downgraded by Moody's below the lower of (A) "A1" (or its equivalen▇) ▇▇▇ (B) the highest rating then issued by Moody's immediately prior to be rated at least as high as "A-3" by S&P and, as a result such downgrading in resp▇▇▇ ▇▇ any of such downgrade, the then current rating of the outstanding Series 1 o Class [A/B/C] Seventh o Third Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a downgrading being an "SUBSEQUENT S&P RATING EVENTInitial Moody's Rating Event"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇ ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost either:
(1) transfer ▇▇▇▇▇▇▇r all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree agreed with ▇▇▇▇▇'▇Moody's;
(2) procure another person to become co-obligor or guarantor in obli▇▇▇ ▇▇ respect of the obligations of Party A under this Agreement, which such co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree agreed with ▇▇▇▇▇'▇Moody's;
(3) take such other action as Party A may agree agreed with ▇▇▇▇▇Moody'▇; or▇▇
(4) put in place a mark-to-market collatera▇ ▇▇▇▇-to-market collateral agreement ement in a form and substance acceptable to s▇▇▇▇▇'▇ ance acceptable to Moody's (which may be based on the credit support documentation doc▇▇▇▇▇▇▇ion published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Moody's Criteria (as defined below) or such other criteria relating to the amount of collateral as may be ▇▇ agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1ii)(1), (iii)(2ii)(2) or (iii)(3ii)(3) above ▇▇▇▇▇ are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4ii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iviii) If:
(A) In the event that the long-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider of Party A (or its successor) cease to be rated as high as ["A3" Baa"] (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party AMoody's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT Subsequent Moody's Rating E▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts basis, as soon as reasonably practicable after within 30 ▇▇▇▇ ▇▇ the occurrence of such Subsequent Moody's Rating Event on a best efforts basis, and at ▇▇▇ ▇▇▇'▇ Rating Event, at its own cost, eitherattempt either to:
Appears in 2 contracts
Sources: Master Agreement (Permanent Mortgages Trustee LTD), Schedule to the Master Agreement (Permanent Mortgages Trustee LTD)
Ratings Event. (i) If the shortlong-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-1+AA-" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("S&P") and, as a result of such cessation, the then current rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term[long]-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-3[BBB-]" by S&P and, as a result of such downgrade, the then current rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Rating Event, at its own cost either:
(1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇;
(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇;
(3) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Rating Event, at its own cost, either:
Appears in 2 contracts
Sources: Master Agreement (Permanent Mortgages Trustee LTD), Master Agreement (Permanent Mortgages Trustee LTD)
Ratings Event. (i) If In the event that the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor or assignee) and, if relevant, any Credit Support Provider cease to be rated at least as high as of Party A, is downgraded below "A-1+" (the "S&P Required Rating") by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Companies Inc. ("S&P") and, and as a result of such cessation, downgrade the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes is may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade by S&P (an "INITIAL Initial S&P RATING EVENTRating Event"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, Event at its own cost either:
(A) put in place an appropriate ▇▇▇▇-to-market deliver collateral agreement (which may be based on pursuant to the credit support documentation published by ISDA, or otherwise, and relates Credit Support Annex to collateral in the form of cash or securities or both) this Agreement in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided pursuant to such collateral agreement in the form of cash and/or securities (the "COLLATERAL AMOUNTCollateral Amount") is the lesser of:
(1) an amount which shall be determined on a the basis which satisfies of the S&P Criteria (but is no more onerous thanas defined in the Credit Support Annex to this Agreement) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level and
(the "S&P CRITERIA"2) and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the Party A and S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;may agree; or
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory whose short-term, unsecured and unsubordinated debt obligations are rated at least as high as the S&P Required Rating or such other lower rating as is commensurate with the ratings assigned to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer A Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior from time to such Initial S&P Rating Event);time; or
(C) obtain a guarantee of its rights and obligations with procure another person to become co-obligor in respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating obligations of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event)Party A under this Agreement; or
(D) take such other action as obtain written confirmation from Party A may agree with B and S&P as will result in that the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at (relevant to this Transaction) which was in effect immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A occurrence will not be required to transfer any additional collateraladversely affected.
(ii) If In the event that the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor), or any Credit Support Provider cease to be rated at least as high as of Party A, is downgraded below "A-3A-2" (or its equivalent) by S&P and, and as a result of such downgrade, downgrade the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT Subsequent S&P RATING EVENTRating Event"), then Party A will, within 30 days of immediately upon the occurrence occurence of such Subsequent S&P Rating Event, Event at its own cost eithercost:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory whose, or which is unconditionally and irrevocably guaranteed by an entity whose short-term, unsecured and unsubordinated debt ratings are rated at least as high as "A-1" by S&P or such other ratings as are commensurate with the ratings assigned to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior from time to such Subsequent S&P Rating Event);time; or
(B) procure another person to become co-obligor in respect of the obligations of Party A under this Agreement or take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes then outstanding following the taking of such action being maintained at, or restored to, rated no lower than the level it would have been at rating of the Notes immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateraldowngrade.
(iii) IfIn the event that:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Rating Event, at its own cost either:
(1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇;
(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇;
(3) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Rating Event, at its own cost, either:
Appears in 2 contracts
Ratings Event. (i) If In the event that the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as ["A-1+" "] by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("S&P") and, as a result of such cessation, the then current rating of the Series 1 Class [A/B/CM] Seventh Fourth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/CM] Seventh Fourth Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/CM] Seventh Fourth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and ), (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/CM] Seventh Fourth Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event [and (z) the enforceability of such collateral arrangement must be supported by legal opinions with respect to each relevant jurisdiction provided in a form reasonably acceptable to S&P within 30 days of the occurrence of such Initial S&P Rating Event];
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/CM] Seventh Fourth Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/CM] Seventh Fourth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/CM] Seventh Fourth Issuer Notes at, or restore the rating of the Series 1 Class [A/B/CM] Seventh Fourth Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/CM] Seventh Fourth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/CM] Seventh Fourth Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/CM] Seventh Fourth Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/CM] Seventh Fourth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event[; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/CM] Seventh Fourth Issuer Notes at, or restore the rating of the Series 1 Class [A/B/CM] Seventh Fourth Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event)], and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) [or (ii)(C) )] above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) IfIn the event that:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as ["A1" "] (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as ["Prime-1" "] (or its equivalent) by ▇▇▇▇▇'▇, and as a result of such downgrade the then current ratings of the Series 1 Class [A/B/M] Fourth Issuer Notes may, in the reasonable opinion of ▇▇▇▇▇'▇ be downgraded or placed under review for possible downgrade (such cessation being downgrade or placing under review for downgrade, an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Rating Event, at its own cost either:
(1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇;
(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇;
(3) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) IfIn the event that:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as ["A3" "] (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as ["Prime-2" "] (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts basis, as soon as reasonably practicable after basis within 30 days of the occurrence of such Subsequent ▇▇▇▇▇'▇ Rating Event, at its own cost, eitherattempt either to:
Appears in 2 contracts
Sources: Schedule to the Master Agreement (Permanent Mortgages Trustee LTD), Schedule to the Master Agreement (Permanent Mortgages Trustee LTD)
Ratings Event. (i) If In the shortevent that the long-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider of Party A (or its successor) cease to be rated at least as high as ["A-1+" AA-"] by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("S&P") and, as a result of such cessation, the then current rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes by S&P at, or restore the rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes by S&P at, or restore the rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes at, or restore the rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If In the shortevent that the long-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider of Party A (or its successor) cease to be rated at least as high as ["A-3" BBB-"] by S&P and, as a result of such downgrade, the then current rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes by S&P at, or restore the rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes at, or restore the rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) In the event that the long-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider of Party A (or its successor) cease to be rated at least as high as the lower of (A) ["A1" "] (or its equivalent) by ▇▇▇▇▇'▇; or
▇ and (B) the short-term, unsecured and unsubordinated debt obligations highest rating of Party the Series 3 Class [A's Credit Support Provider cease to be rated at least as high as "Prime-1" (or its equivalent) /B/C] Fifth Issuer Notes then issued by ▇▇▇▇▇'▇, ▇ immediately prior to such cessation (such cessation being an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Rating Event, at its own cost either:
(1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree agreed with ▇▇▇▇▇'▇;
(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree agreed with ▇▇▇▇▇'▇;
(3) take such other action as Party A may agree agreed with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral requirements as may be agreed with ▇▇▇▇▇'▇. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) In the event that the long-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider of Party A (or its successor) cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, ▇ (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable best efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Rating Event, at its own cost, either:
Appears in 2 contracts
Sources: Master Agreement (Permanent Financing (No. 5) PLC), Master Agreement (Permanent Financing (No. 5) PLC)
Ratings Event. (i) If the short-term, unsecured and unsubordinated debt obligations of [Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A/the Credit Support Provider of Party A (or its successor)] cease to be rated at least as high as ["A-1+" "] by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Hill Companies, Inc. ("S&P") and, as a result of such cessationsuc▇ ▇▇▇▇▇▇▇▇▇, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A willwill at its own cost either:
(A) within 10 days of the Initial S&P Rating Event provide collateral in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex, provided that such posting of collateral shall be subject to (i) if required by S&P at the time of such posting, Party A obtaining legal opinions satisfactory to S&P in relation to such posting and (ii) if the short-term, unsecured and unsubordinated debt obligations or the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-2" or "BBB+", respectively, by S&P, the verification by an independent third party on a monthly basis of the valuation of collateral; or within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of [Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A/the Credit Support Provider of Party A (or its successor)] cease to be rated at least as high as ["A1" "] (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated unsubord▇▇▇▇▇▇ debt obligations of [Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A/the Credit Support Provider of Party A (or its successor)] cease to be rated at least as high as ["Prime-1" "] (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being an "INITIAL MOODY'S RATIN▇ ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, will at its own cost e▇▇▇▇▇:
(1) within 10 days of an Initial Moody's Rating Event provide collateral in the form ▇▇ ▇▇▇h or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex; or within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost either:
(12) transfer all of its rights and obligations a▇▇ ▇▇▇▇gations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇Moody's;
(23) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇;Moody's; or
(34) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1iii)(2), (iii)(2iii)(3) or (iii)(3iii)(4) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4iii)(1) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of [Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A/the Credit Support Provider of Party A (or its successor)] cease to be rated as high as ["A3" "] (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt obligations of [Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A/the Credit Support Provider of Party A (or its successor)] cease to be rated as high as ["Prime-2" "] (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ MOODY'S RATING EVENT"), then Party A will:
(1) on a ▇▇ ▇ reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost, either:
Appears in 1 contract
Sources: Isda Master Agreement (Permanent Funding (No. 2) LTD)
Ratings Event. (i) If STANDARD & POOR'S RATING DOWNGRADE In the shortevent that the [LONG-TERM][short term]* , unsecured and unsubordinated debt obligations of Party A's A (or its successor or assignee) and, if relevant, any Credit Support Provider cease to be rated at least as high as of Party A, are downgraded below ["A-1AA-"]["A-1+" "]* by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Companies Inc. ("S&P") and, as a result of such cessationdowngrade, the then current rating of the Series 1 Class [A/B/C] A Seventh Issuer Notes is may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost cost, either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement agreement, (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will shall be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) than the criteria of S&P published on 17th Decemberas at 31st September, 2003, as amended and supplemented from time to time, 1999 which enables enable entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation collateralisation, are rated at a higher level (as referred to, in part, in the article entitled New Structured Finance Interest Rate and Currency Swap Criteria Broadens Allowable Counterparties in the January 1999 issue of S&P's Structured Finance publication) (the "S&P CRITERIA") ), and (y) the Collateral Amount will shall not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] A Seventh Issuer Notes at or to the level at which they would have been at immediately prior to such Initial S&P Rating Event;downgrading; or
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory whose short- term, unsecured and unsubordinated debt obligations are rated at least as high as ""F1" by Fitch Ratings Limited ("FITCH") and whose long-term, unsecured and unsubordinated debt obligations are rated at least as high as ["AA-"]["A- 1+"]* by S&P and "A1" by ▇▇▇▇▇'▇ Investors Services ("MOODY'S") or, in each case, such other ratings as are commensurate with the ratings assigned to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] A Seventh Issuer Notes by S&P at, or restore the such rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior agencies from time to such Initial S&P Rating Event);time; or
(C) obtain a guarantee procure another person to become co-obligor in respect of its rights and the obligations with respect to of Party A under this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 _________________________ * Upon allocation of the swaps, the rating downgrade provisions may vary. Where wording is contained in square brackets, if the wording highlighted in bold is selected then all such options in bold will apply and if the wording highlighted in italics is selected then all such options in italics will apply. Class [A/B/C] A Seventh Issuer Notes then outstanding following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain no lower than the rating of the Series 1 Class [A/B/C] A Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateraldowngrade.
(iiiii) IfMOODY'S "A1/P-1" RATINGS DOWNGRADE In the event that:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) and, if relevant, any Credit Support Provider of Party A, cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇; Moody's, or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) and, if relevant, any Credit Support Provider of Party A, cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇Moody's, and as a result of such downgrade the then current ratings of the Series 1 Class A Seventh Issuer Notes may, in the opinion of Moody's, be downgraded or placed under review for possible downgrade (such cessation being downgrade or placing under review for downgrade, an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Rating Event, on a reasonable efforts basis and at its own cost eitherattempt to:
(1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Moody's Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with in relation to whom Moody's has confirmed that there would be no Initial ▇▇▇▇▇'▇;▇ Rating Event; or
(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which ; such co-obligor or guarantor may be either (x) a person with the Moody's Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other a person as Party A may agree with ▇▇▇▇▇'▇;
(3) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable relation to ▇▇▇▇▇'▇ (which may whom Moody's has confirmed that there would be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent no Initial ▇▇▇▇▇'▇ Rating Event; or
(3) take such other action Moody's shall confirm to Party A will remedy an Initial ▇▇▇▇▇'▇ Rating Event [; OR][.]*
(4) PUT IN PLACE A ▇▇▇▇-TO-MARKET COLLATERAL AGREEMENT IN A FORM AND SUBSTANCE ACCEPTABLE TO MOODY'S (WHICH MAY BE BASED ON THE CREDIT SUPPORT DOCUMENTATION PUBLISHED BY ISDA, OR OTHERWISE, AND RELATES TO COLLATERAL IN THE FORM OF CASH OR SECURITIES OR BOTH) IN SUPPORT OF ITS OBLIGATIONS UNDER THIS AGREEMENT WHICH COMPLIES WITH THE ▇▇▇▇▇'▇ CRITERIA (OR SUCH OTHER AMOUNT AS MAY BE AGREED WITH MOODY'S).] [Pending compliance with any of (ii)(B)(1), (ii)(B)(2) or (ii)(B)(3) above, Party A will, at its own cost, either:
Appears in 1 contract
Ratings Event. If a Ratings Event (as defined below) occurs with respect to BSFP, then BSFP shall, at is own expense, (i) If subject to the short-termRating Agency Condition (as defined below), unsecured assign this Transaction hereunder to a third party within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below), (ii) deliver collateral, and unsubordinated debt obligations of Party A's an executed ISDA Credit Support Provider cease Annex, within thirty (30) days of such Ratings Event and subject to be rated at least as high as "A-1+" by each of Standard & and Poor's Rating Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("S&P") and, as a result of such cessation, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA's") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being an "INITIAL ▇▇▇▇▇'▇ RATING Investors Service, Inc. ("Moody's" and together with S&P, the "Rating Agencies) written confirmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Certificates, or (iii) take any other action that satisfies the Rating Agency Condition. For the avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that BSFP does not post sufficient collateral. For purposes of this Transaction, a "RATINGS EVENT" shall occur with respect to BSFP, if its long-term unsecured and unsubordinated debt rating ceases to be rated at least ")AA-" by S&P, then Party A willand at least "Aa3" by Moody's (including in connection with a merger, consolidation or other similar transaction by BSFP) such ratings being referred to herein as the "APPROVED RATINGS THRESHOLDS", (unless, within 30 days after such withdrawal or downgrade, each of Moody's and S&P has reconfirmed the rating of the occurrence of such Initial ▇▇▇▇▇'▇ Rating EventCertificates, at its own cost either:
(1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇;
(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreementapplicable, which co-obligor was in effect immediately prior to such withdrawal or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party Bdowngrade. For purposes of this provision, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇;
(3) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Rating Event, at its own cost, either:RATING
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series 2006-Mln1)
Ratings Event. (i) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-1+" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Hill Companies, Inc. ("S&P") and, as a result of such cessation, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then ▇hen Party A willwill at its own cost either:
(A) within 10 days of an Initial S&P Rating Event provide collateral in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex, provided that such posting of collateral shall be subject to (i) if required by S&P at the time of such posting, Party A obtaining legal opinions satisfactory to S&P in relation to such posting and (ii) if the short-term, unsecured and unsubordinated debt obligations or the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-2" or "BBB+", respectively, by S&P, the verification by an independent third party on a monthly basis of the valuation of collateral; or within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating ratings of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated unsubo▇▇▇▇▇▇▇d debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being an "INITIAL MOODY'S RATING ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, will at its own cost e▇▇▇▇▇:
(1) within 10 days of an Initial Moody's Rating Event provide collateral in the fo▇▇ ▇▇ ▇ash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex; or within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost either:
(12) transfer all of its rights and obligations ▇▇▇ ▇▇ligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇Moody's;
(23) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇Moody's;
(34) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1iii)(2), (iii)(2iii)(3) or (iii)(3iii)(4) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4iii)(1) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ MOODY'S RATING EVENT"), then Party A will:
(1) on ▇▇ a reasonable best efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost, either:
Appears in 1 contract
Sources: Isda Master Agreement (Permanent Funding (No. 2) LTD)
Ratings Event. (i) If In the event that the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider A (or its successor) or any credit support provider from time to time in respect of Party A cease to be rated at least as high as "A-1+" A-1 by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Companies, Hill Companies Inc. ("S&P") and, as a result of such cessation▇▇▇▇▇▇▇▇▇ng, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENTRating Event"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, Event at its own cost cost, either:
(A) put in place an appropriate ▇▇▇▇-tomark-to-market collateral agreement agreement, (which may be based on bas▇▇ ▇n the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its Party A's obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNTCollateral Amount") is determined on a basis which satisfies (but is no more onerous than) than the criteria of S&P published on 17th Decemberas at 30th September, 2003, as amended and supplemented from time to time, 1999 which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation collateralisation, are rated at a higher level (as referred to, in part, in the article entitled New Interest Rate Currency Swap Criteria Broadens Allowable Counterparties in the January 1999 issue of S&P's Structured Finance Publication) (the "S&P CRITERIACriteria") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at or to to, the level they it would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to of this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating ratings of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, time all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If In the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) Ifevent that:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider in respect of Party A's Credit Support Provider cease , ceases to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt unsubordina▇▇▇ ▇▇bt obligations of Party A's Credit Support Provider A (or its successor) or any credit support provider in respect of Party A cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being an "INITIAL Initial Moody's Rating ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the o▇ ▇▇▇ occurrence of such Initial ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost either:
(1) transfer tr▇▇▇▇▇▇ all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree agreed with ▇▇▇▇▇'▇Moody's;
(2) procure pr▇▇▇▇▇ another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which such co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree agreed with ▇▇▇▇▇'▇Moody's;
(3) take such other action as Party A may agree agreed with Moody's; ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-tomark-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ ▇ent in a form and sub▇▇▇▇ce acceptable to Moody's (which may be based on the credit support documentation docum▇▇▇▇▇▇▇n published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Moody's Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with Moody's. If any of (ii)(1), (ii)(2) or (ii)(3) above are sati▇▇▇▇▇ ▇'▇. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at t any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4ii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iviii) IfIn the event that:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider A (or its successor) or any credit support provider in respect of Party A cease to be rated as high as "A3Baa2" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt unsubordina▇▇▇ ▇▇bt obligations of Party A's Credit Support Provider A (or its successor) or any credit support provider in respect of Party A cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being a "SUBSEQUENT Subsequent Moody's Rating ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts basis, as soon as reasonably practicable after withi▇ ▇▇ ▇▇ys of the occurrence of such Subsequent Moody's Rating Event on a best efforts basis, and at it▇ ▇▇▇ ▇▇▇'▇ Rating Eventost, at its own cost, eitherattempt either to:
Appears in 1 contract
Ratings Event. (i) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-1+" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Hill Companies, Inc. ("S&P") and, as a result of such cessationcessa▇▇▇▇, the then current rating of the Series 1 Class [A/B/C] B Seventh Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-tomark-to-market collateral agreement (which may be based on bas▇▇ ▇n the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] B Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] B Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] B Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] B Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] B Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] B Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] B Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] B Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] B Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] B Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] B Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] B Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] B Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] B Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-tomark-to-market collateral arrangement put in place pursuant to pursuan▇ ▇▇ paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt unsubordin▇▇▇▇ ▇▇bt obligations of Party A's Credit Support Provider cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being an "INITIAL MOODY'S RATING ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the ▇▇ ▇▇▇ occurrence of such Initial ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost either:
(1) transfer ▇▇▇▇▇fer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇Moody's;
(2) procure another person to become co-obligor or guarantor ▇▇ ▇▇▇rantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇Moody's;
(3) take such other action as Party A may agree with ▇▇▇▇ ▇▇'▇oody's; or
(4) put in place a ▇▇▇▇-tomark-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ ▇ent in a form and sub▇▇▇▇ce acceptable to Moody's (which may be based on the credit support documentation doc▇▇▇▇▇▇▇ion published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Moody's Criteria (as defined below) or such other criteria relating relatin▇ to the amount of collateral as may be agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3iii)(▇) above ▇▇▇ve are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt unsubordin▇▇▇▇ ▇▇bt obligations of Party A's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by Moody's, (suc▇ ▇▇▇▇▇'▇, (such cessation tion being a "SUBSEQUENT ▇▇▇▇▇'▇ MOODY'S RATING EVENT"), then Party A will:
(1) on a reasonable o▇ ▇ ▇▇▇sonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost, either:
Appears in 1 contract
Ratings Event. (i) If the shortlong-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-1+AA-" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Hill Companies, Inc. ("S&P") and, as a result of such cessationsu▇▇ ▇▇▇▇▇▇▇▇n, the then current rating of the Series 1 2 Class [A/B/C] A Seventh Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-tomark-to-market collateral agreement (which may be based on bas▇▇ ▇n the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 2 Class [A/B/C] A Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 2 Class [A/B/C] A Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 2 Class [A/B/C] A Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 2 Class [A/B/C] A Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 2 Class [A/B/C] A Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 2 Class [A/B/C] A Seventh Issuer Notes at, or restore the rating of the Series 1 2 Class [A/B/C] A Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 2 Class [A/B/C] A Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term[long]-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-3[BBB-]" by S&P and, as a result of such downgrade, the then current rating of the Series 1 2 Class [A/B/C] A Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 2 Class [A/B/C] A Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 2 Class [A/B/C] A Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 2 Class [A/B/C] A Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 2 Class [A/B/C] A Seventh Issuer Notes at, or restore the rating of the Series 1 2 Class [A/B/C] A Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-tomark-to-market collateral arrangement put in place pursuant to pursuan▇ ▇▇ paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt unsubordin▇▇▇▇ ▇▇bt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being an "INITIAL MOODY'S RATING ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the ▇▇ ▇▇▇ occurrence of such Initial ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost either:
(1) transfer ▇▇▇▇▇fer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇Moody's;
(2) procure another person to become co-obligor or guarantor ▇▇ ▇▇▇rantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇Moody's;
(3) take such other action as Party A may agree with ▇▇▇▇ ▇▇'▇oody's; or
(4) put in place a ▇▇▇▇-tomark-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ ▇ent in a form and sub▇▇▇▇ce acceptable to Moody's (which may be based on the credit support documentation doc▇▇▇▇▇▇▇ion published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Moody's Criteria (as defined below) or such other criteria relating relatin▇ to the amount of collateral as may be agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3iii)(▇) above ▇▇▇ve are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt unsubordin▇▇▇▇ ▇▇bt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being a "SUBSEQUENT MOODY'S RATI▇▇ ▇▇▇▇▇'▇ RATING EVENTT"), then Party A will:
(1) on a reasonable o▇ ▇ ▇▇▇sonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost, either:
Appears in 1 contract
Ratings Event. (i) If STANDARD & POOR'S RATING DOWNGRADE In the shortevent that the [LONG-TERM][short term]* , unsecured and unsubordinated debt obligations of Party A's A (or its successor or assignee) and, if relevant, any Credit Support Provider cease to be rated at least as high as of Party A, are downgraded below ["A-1AA-"]["A-1+" "]* by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Companies, Hill Companies Inc. ("S&P") and, as a result of such cessationresu▇▇ ▇▇ ▇▇▇h downgrade, the then current rating of the Series 1 Class [A/B/C] B Seventh Issuer Notes is may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost cost, either:
(A) put in place an appropriate ▇▇▇▇-tomark-to-market collateral agreement agreement, (which may ▇▇y be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will shall be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) than the criteria of S&P published on 17th Decemberas at 31st September, 2003, as amended and supplemented from time to time, 1999 which enables enable entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation collateralisation, are rated at a higher level (as referred to, in part, in the article entitled New Structured Finance Interest Rate and Currency Swap Criteria Broadens Allowable Counterparties in the January 1999 issue of S&P's Structured Finance publication) (the "S&P CRITERIA") ), and (y) the Collateral Amount will shall not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] B Seventh Issuer Notes at or to the level at which they would have been at immediately prior to such Initial S&P Rating Event;downgrading; or
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory whose short- term, unsecured and unsubordinated debt obligations are rated at least as high as ""F1" by Fitch Ratings Limited ("FITCH") and whose long-term, unsecured and unsubordinated debt obligations are rated at least as high as ["AA-"]["A- 1+"]* by S&P and "A1" by Moody's Investors Services ("MOODY'S") or, ▇▇ each case, such other ratings as are commensurate with the ratings assigned to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] B Seventh Issuer Notes by S&P at, or restore the such rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior agencies from time to such Initial S&P Rating Event);time; or
(C) obtain a guarantee procure another person to become co-obligor in respect of its rights and the obligations with respect to of Party A under this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following --------------------- * Upon allocation of the taking of such action being maintained at, or restored toswaps, the level it would have been at immediately prior to rating downgrade provisions may vary. Where wording is contained in square brackets, if the wording highlighted in bold is selected then all such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, options in bold will apply and if the wording highlighted in italics is selected then all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above such options in italics will be transferred to Party A and Party A will not be required to transfer any additional collateralapply.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Rating Event, at its own cost either:
(1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇;
(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇;
(3) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Rating Event, at its own cost, either:
Appears in 1 contract
Ratings Event. (i) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-1+" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("S&P") and, as a result of such cessation, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A willwill at its own cost either:
(A) within 10 days of the Initial S&P Rating Event provide collateral in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex, provided that such posting of collateral shall be subject to (i) if required by S&P at the time of such posting, Party A obtaining legal opinions satisfactory to S&P in relation to such posting and (ii) if the short-term, unsecured and unsubordinated debt obligations or the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-2" or "BBB+", respectively, by S&P, the verification by an independent third party on a monthly basis of the valuation of any outstanding Transaction; or within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if the short-term, unsecured and unsubordinated debt obligations of the third party are rated at least as high as "A-1+" by S&P or S&P otherwise confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if the short-term, unsecured and unsubordinated debt obligations of the third party are rated at least as high as "A-1+" by S&P or S&P otherwise confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT Subsequent S&P RATING EVENTRating Event"), then Party A will, within 30 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if the short-term, unsecured and unsubordinated debt obligations of the third party are rated at least as high as "A-1+" by S&P or S&P otherwise confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if the short-term, unsecured and unsubordinated debt obligations of the third party are rated at least as high as "A-1+" by S&P or S&P otherwise confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being an "INITIAL Initial ▇▇▇▇▇'▇ RATING EVENTRating Event"), then Party A will, will at its own cost either:
(1) within 10 days of an Initial ▇▇▇▇▇'▇ Rating Event provide collateral in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex; or within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Rating Event, at its own cost either:
(12) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇Moody's;
(23) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇;Moody's; or
(34) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1iii)(2), (iii)(2iii)(3) or (iii)(3iii)(4) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4iii)(1) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Rating Event, at its own cost, either:
Appears in 1 contract
Sources: Isda Master Agreement (Permanent Funding (No. 2) LTD)
Ratings Event. (i) If STANDARD & POOR'S RATING DOWNGRADE In the shortevent that the [LONG-TERM][short term]* , unsecured and unsubordinated debt obligations of Party A's A (or its successor or assignee) and, if relevant, any Credit Support Provider cease to be rated at least as high as of Party A, are downgraded below ["A-1AA-"]["A-1+" "]* by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Companies Inc. ("S&P") and, as a result of such cessationdowngrade, the then current rating of the Series 1 Class [A/B/C] M Seventh Issuer Notes is may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost cost, either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement agreement, (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will shall be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) than the criteria of S&P published on 17th Decemberas at 31st September, 2003, as amended and supplemented from time to time, 1999 which enables enable entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation collateralisation, are rated at a higher level (as referred to, in part, in the article entitled New Structured Finance Interest Rate and Currency Swap Criteria Broadens Allowable Counterparties in the January 1999 issue of S&P's Structured Finance publication) (the "S&P CRITERIA") ), and (y) the Collateral Amount will shall not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] M Seventh Issuer Notes at or to the level at which they would have been at immediately prior to such Initial S&P Rating Event;downgrading; or
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory whose short- term, unsecured and unsubordinated debt obligations are rated at least as high as ""F1" by Fitch Ratings Limited ("FITCH") and whose long-term, unsecured and unsubordinated debt obligations are rated at least as high as ["AA-"]["A- 1+"]* by S&P and "A1" by ▇▇▇▇▇'▇ Investors Services ("MOODY'S") or, in each case, such other ratings as are commensurate with the ratings assigned to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] M Seventh Issuer Notes by S&P at, or restore the such rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior agencies from time to such Initial S&P Rating Event);time; or
(C) obtain a guarantee procure another person to become co-obligor in respect of its rights and the obligations with respect to of Party A under this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 ---------------------- *Upon allocation of the swaps, the rating downgrade provisions may vary. Where wording is contained in square brackets, if the wording highlighted in bold is selected then all such options in bold will apply and if the wording highlighted in italics is selected then all such options in italics will apply. Class [A/B/C] M Seventh Issuer Notes then outstanding following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain no lower than the rating of the Series 1 Class [A/B/C] M Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateraldowngrade.
(iiiii) IfMOODY'S "A1/P-1" RATINGS DOWNGRADE In the event that:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) and, if relevant, any Credit Support Provider of Party A, cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇; Moody's, or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) and, if relevant, any Credit Support Provider of Party A, cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇Moody's, and as a result of such downgrade the then current ratings of the Series 1 Class M Seventh Issuer Notes may, in the opinion of Moody's, be downgraded or placed under review for possible downgrade (such cessation being downgrade or placing under review for downgrade, an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Rating Event, on a reasonable efforts basis and at its own cost eitherattempt to:
(1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Moody's Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with in relation to whom Moody's has confirmed that there would be no Initial ▇▇▇▇▇'▇;▇ Rating Event; or
(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which ; such co-obligor or guarantor may be either (x) a person with the Moody's Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other a person as Party A may agree with ▇▇▇▇▇'▇;
(3) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable relation to ▇▇▇▇▇'▇ (which may whom Moody's has confirmed that there would be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent no Initial ▇▇▇▇▇'▇ Rating Event; or
(3) take such other action Moody's shall confirm to Party A will remedy an Initial ▇▇▇▇▇'▇ Rating Event [; OR][.]*
(4) PUT IN PLACE A ▇▇▇▇-TO-MARKET COLLATERAL AGREEMENT IN A FORM AND SUBSTANCE ACCEPTABLE TO MOODY'S (WHICH MAY BE BASED ON THE CREDIT SUPPORT DOCUMENTATION PUBLISHED BY ISDA, OR OTHERWISE, AND RELATES TO COLLATERAL IN THE FORM OF CASH OR SECURITIES OR BOTH) IN SUPPORT OF ITS OBLIGATIONS UNDER THIS AGREEMENT WHICH COMPLIES WITH THE ▇▇▇▇▇'▇ CRITERIA (OR SUCH OTHER AMOUNT AS MAY BE AGREED WITH MOODY'S).] [Pending compliance with any of (ii)(B)(1), (ii)(B)(2) or (ii)(B)(3) above, Party A will, at its own cost, either:
Appears in 1 contract
Ratings Event. (i) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-1+" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("S&P") and, as a result of such cessation, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A willwill at its own cost either:
(A) within 10 days of the Initial S&P Rating Event provide collateral in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex, provided that such posting of collateral shall be subject to (i) if required by S&P at the time of such posting, Party A obtaining legal opinions satisfactory to S&P in relation to such posting and (ii) if the short-term, unsecured and unsubordinated debt obligations or the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-2" or "BBB+", respectively, by S&P, the verification by an independent third party on a monthly basis of the valuation of collateral; or within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, will at its own cost either:
(1) within 10 days of an Initial ▇▇▇▇▇'▇ Rating Event provide collateral in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex; or within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Rating Event, at its own cost either:
(12) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇Moody's;
(23) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇;Moody's; or
(34) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1iii)(2), (iii)(2iii)(3) or (iii)(3iii)(4) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4iii)(1) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Rating Event, at its own cost, either:
Appears in 1 contract
Sources: Isda Master Agreement (Permanent Funding (No. 2) LTD)
Ratings Event. (i) If In the event that the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as ["A-1+" "] by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("S&P") and, as a result of such cessation, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation collateralisation, are rated at a higher level (the "S&P CRITERIA") and ), (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event [and (z) the enforceability of such collateral arrangement must be supported by legal opinions with respect to each relevant jurisdiction provided in a form reasonably acceptable to S&P within 30 days of the occurrence of such Initial S&P Rating Event];
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating ratings of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event[; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event)], and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) [or (ii)(C) )] above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) IfIn the event that:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Rating Event, at its own cost either:
(1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree agreed with ▇▇▇▇▇'▇;
(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree agreed with ▇▇▇▇▇'▇;
(3) take such other action as Party A may agree agreed with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral requirements as may be agreed with ▇▇▇▇▇'▇. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) IfIn the event that:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as "A3Baa2" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable best efforts basis, as soon as reasonably practicable after basis within 30 days of the occurrence of such Subsequent ▇▇▇▇▇'▇ Rating Event, at its own cost, eitherattempt either to:
Appears in 1 contract
Sources: Funding Swap Agreement (Permanent Mortgages Trustee LTD)
Ratings Event. (i) If In the shortevent that the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) [or any credit support provider from time to time in respect of Party A / the Credit Support Provider of Party A (or its successor)]4 cease to be rated at least as high as ["A-1+" AA-"] by Standard & Poor's Rating Services, a division of The ▇M▇▇▇▇▇-▇▇▇▇ Companies, Companies Inc. ("S&P") and, as a result of such cessationdowngrading, the then current ------------------------------ 4 Option 2 for AIG only rating of the Series 1 [1/2/4] Class [A/B/C] Seventh Second Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, Ratings Event at its own cost either:
(A) put in place an appropriate ▇▇▇▇-tomark-to-market collateral agreement agreement, (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its Party A's obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will shall be given if S&P confirms that the provision of such collateral would maintain the rating ratings of the Series 1 [1/2/4] Class [A/B/C] Seventh Second Issuer Notes by S&P at, or restore the rating of the Series 1 [1/2/4] Class [A/B/C] Seventh Second Issuer Notes by S&P to, to the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will shall be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) than the criteria of S&P published on 17th Decemberas at 30th September, 2003, as amended and supplemented from time to time, 1999 which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (as referred to, in part, in the article entitled New Interest Rate Currency Swap Criteria Broadens Allowable Counterparties in the January 1999 issue of S&P's Structured Finance Publication) (the "S&P CRITERIA") and (y) the Collateral Amount will shall not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 [1/2/4] Class [A/B/C] Seventh Second Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to of this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will shall be given if S&P confirms that such transfer would maintain the rating ratings of the Series 1 [1/2/4] Class [A/B/C] Seventh Second Issuer Notes by S&P at, or restore the rating of the Series 1 [1/2/4] Class [A/B/C] Seventh Second Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will shall be given if S&P confirms that such guarantee would maintain the rating of the Series 1 [1/2/4] Class [A/B/C] Seventh Second Issuer Notes at, or restore the rating of the Series 1 [1/2/4] Class [A/B/C] Seventh Second Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 [1/2/4] Class [A/B/C] Seventh Second Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, time all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If In the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) Ifevent that:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) [or any credit support provider in respect of Party A / the Credit Support Provider cease of Party A (or its successor)]5, ceases to be rated at least as high as ["A1" "] (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being an "INITIAL ▇M▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial ▇M▇▇▇▇'▇ Rating Event, at its own cost either:
(1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree agreed with ▇▇▇▇▇'▇Moody's;
(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which such co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree agreed with ▇▇▇▇▇'▇Moody's;
(3) take such other action as Party A may agree agreed with ▇▇▇▇▇'▇Moody's; oror[/and
(4) pending compliance with (ii)(1), (ii)(2) or (ii)(3),]7 put in place a ▇▇▇▇-tomark-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ Moody's (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Moody's Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1ii)(1), (iii)(2ii)(2) or (iii)(3ii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4ii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iviii) IfIn the event that:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) [or any credit support provider in respect of Party A / the Credit Support Provider of Party A (or its successor)]8 cease to be rated as high as ["A3" /Baa2"]9 (or its equivalent) by ▇▇▇▇▇'▇Moody's; oror ----------------------------- 5 Option 2 for AIG only 6 Delete if Party A is AIG 7 Delete if use "best efforts" in (f)(iii)(1) and (f)(v)(C) below 8 Option 2 for AIG only 9 Use A3 if use "reasonable efforts" and Baa2 if use "best efforts" in (f)(iii)(1) and (f)(v)(C) below
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT ▇M▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts basis, as soon as reasonably practicable after within 30 days of the occurrence of such Subsequent ▇M▇▇▇▇'▇ Rating EventEvent on a [reasonable/best] efforts basis, and at its own cost, eitherattempt either to:
Appears in 1 contract
Sources: Schedule to the Master Agreement (Permanent Mortgages Trustee LTD)
Ratings Event. (i) If STANDARD & POOR'S RATING DOWNGRADE In the shortevent that the [LONG-TERM][short term]* , unsecured and unsubordinated debt obligations of Party A's A (or its successor or assignee) and, if relevant, any Credit Support Provider cease to be rated at least as high as of Party A, are downgraded below ["A-1AA-"]["A-1+" "]* by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Companies Inc. ("S&P") and, as a result of such cessationdowngrade, the then current rating of the Series 1 2 Class [A/B/C] A Seventh Issuer Notes is may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost cost, either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement agreement, (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will shall be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) than the criteria of S&P published on 17th Decemberas at 31st September, 2003, as amended and supplemented from time to time, 1999 which enables enable entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation collateralisation, are rated at a higher level (as referred to, in part, in the article entitled New Structured Finance Interest Rate and Currency Swap Criteria Broadens Allowable Counterparties in the January 1999 issue of S&P's Structured Finance publication) (the "S&P CRITERIA") ), and (y) the Collateral Amount will shall not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 2 Class [A/B/C] A Seventh Issuer Notes at or to the level at which they would have been at immediately prior to such Initial S&P Rating Event;downgrading; or
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory whose short- term, unsecured and unsubordinated debt obligations are rated at least as high as ""F1" by Fitch Ratings Limited ("FITCH") and whose long-term, unsecured and unsubordinated debt obligations are rated at least as high as ["AA-"]["A- 1+"]* by S&P and "A1" by ▇▇▇▇▇'▇ Investors Services ("MOODY'S") or, in each case, such other ratings as are commensurate with the ratings assigned to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 2 Class [A/B/C] A Seventh Issuer Notes by S&P at, or restore the such rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior agencies from time to such Initial S&P Rating Event);time; or
(C) obtain a guarantee procure another person to become co-obligor in respect of its rights and the obligations with respect to of Party A under this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as ___________________________ * Upon allocation of the swaps, the rating downgrade provisions may vary. Where wording is contained in square brackets, if the wording highlighted in bold is selected then all such opions in bold will apply and if the wording highlighted in italics is selected then all such options in italics will apply. Party A may agree with S&P as will result in the rating of the Series 1 2 Class [A/B/C] A Seventh Issuer Notes then outstanding following the taking of such action being maintained at, or restored to, rated no lower than the level it would have been at rating of the Series 2 Class A Seventh Issuer Notes immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateraldowngrade.
(ii) If MOODY'S "A1/P-1" RATINGS DOWNGRADE In the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) Ifevent that:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) and, if relevant, any Credit Support Provider of Party A, cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇; Moody's, or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) and, if relevant, any Credit Support Provider of Party A, cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇Moody's, and as a result of such downgrade the then current ratings of the Series 2 Class A Seventh Issuer Notes may, in the opinion of Moody's, be downgraded or placed under review for possible downgrade (such cessation being downgrade or placing under review for downgrade, an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Rating Event, on a reasonable efforts basis and at its own cost eitherattempt to:
(1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Moody's Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with in relation to whom Moody's has confirmed that there would be no Initial ▇▇▇▇▇'▇;▇ Rating Event; or
(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which ; such co-obligor or guarantor may be either (x) a person with the Moody's Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other a person as Party A may agree with ▇▇▇▇▇'▇;
(3) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable relation to ▇▇▇▇▇'▇ (which may whom Moody's has confirmed that there would be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent no Initial ▇▇▇▇▇'▇ Rating Event; or
(3) take such other action Moody's shall confirm to Party A will remedy an Initial ▇▇▇▇▇'▇ Rating Event [; OR][.]*
(4) PUT IN PLACE A ▇▇▇▇-TO-MARKET COLLATERAL AGREEMENT IN A FORM AND SUBSTANCE ACCEPTABLE TO MOODY'S (WHICH MAY BE BASED ON THE CREDIT SUPPORT DOCUMENTATION PUBLISHED BY ISDA, OR OTHERWISE, AND RELATES TO COLLATERAL IN THE FORM OF CASH OR SECURITIES OR BOTH) IN SUPPORT OF ITS OBLIGATIONS UNDER THIS AGREEMENT WHICH COMPLIES WITH THE ▇▇▇▇▇'▇ CRITERIA (OR SUCH OTHER AMOUNT AS MAY BE AGREED WITH MOODY'S).] [Pending compliance with any of (ii)(B)(1), (ii)(B)(2) or (ii)(B)(3) above, Party A will, at its own cost, either:
Appears in 1 contract
Ratings Event. (i) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-1+" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Hill Companies, Inc. ("S&P") and, as a result of such cessation, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then ▇hen Party A willwill at its own cost either:
(A) within 10 days of an Initial S&P Rating Event provide collateral in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex, provided that such posting of collateral shall be subject to (i) if required by S&P at the time of such posting, Party A obtaining legal opinions satisfactory to S&P in relation to such posting and (ii) if the short-term, unsecured and unsubordinated debt obligations or the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-2" or "BBB+", respectively, by S&P, the verification by an independent third party on a monthly basis of the valuation of any outstanding Transaction; or within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Funding 2 Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating ratings of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Funding 2 Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Funding 2 Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Funding 2 Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being an "INITIAL ▇▇▇▇▇'▇ MOODY'S RATING EVENT"), then Party A will, will at its own cost e▇▇▇▇▇:
(1) within 10 days of an Initial Moody's Rating Event provide collateral in the form ▇▇ ▇▇▇h or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex; or within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost either:
(12) transfer all of its rights and obligations a▇▇ ▇▇▇▇gations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇Moody's;
(23) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇Moody's;
(34) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1iii)(2), (iii)(2iii)(3) or (iii)(3iii)(4) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4iii)(1) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ MOODY'S RATING EVENT"), then Party A will:
(1) on a reasonable ▇▇ ▇ best efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost, either:
Appears in 1 contract
Sources: Isda Master Agreement (Permanent Master Issuer PLC)
Ratings Event. (i) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-1+" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Hill Companies, Inc. ("S&P") and, as a result of such cessation▇▇▇▇▇▇▇▇▇, the then current rating of the Series 1 Class [A/B/C] A Seventh Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-tomark-to-market collateral agreement (which may be based on bas▇▇ ▇n the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] A Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] A Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] A Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] A Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] A Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] A Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] A Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] A Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] A Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] A Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] A Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] A Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] A Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] A Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-tomark-to-market collateral arrangement put in place pursuant to paragraph ▇▇ ▇aragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt unsubordin▇▇▇▇ ▇▇bt obligations of Party A's Credit Support Provider cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being an "INITIAL MOODY'S RATING E▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence ▇▇▇ ▇▇currence of such Initial ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost either:
(1) transfer ▇▇▇▇▇▇er all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇Moody's;
(2) procure another person to become co-obligor or guarantor ▇▇ ▇▇▇rantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇Moody's;
(3) take such other action as Party A may agree with ▇▇▇▇ ▇▇'▇oody's; or
(4) put in place a ▇▇▇▇-tomark-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ ▇ent in a form and sub▇▇▇▇ce acceptable to Moody's (which may be based on the credit support documentation doc▇▇▇▇▇▇▇ion published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Moody's Criteria (as defined below) or such other criteria relating cri▇▇▇▇▇ ▇elating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above ▇▇▇▇▇ are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated uns▇▇▇▇▇▇▇ated debt obligations of Party A's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by Moody's, (such ▇▇▇▇▇'▇, (such cessation ▇on being a "SUBSEQUENT ▇▇▇▇▇'▇ MOODY'S RATING EVENT"), then Party A will:
(1) on a reasonable ▇ ▇▇▇▇onable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost, either:
Appears in 1 contract
Ratings Event. (i) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-1+" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("S&P") and, as a result of such cessation, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A willwill at its own cost either:
(A) within 10 days of the Initial S&P Rating Event provide collateral in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex, provided that such posting of collateral shall be subject to (i) if required by S&P at the time of such posting, Party A obtaining legal opinions satisfactory to S&P in relation to such posting and (ii) if the short-term, unsecured and unsubordinated debt obligations or the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-2" or "BBB+", respectively, by S&P, the verification by an independent third party on a monthly basis of the valuation of collateral; or within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, will at its own cost either:
(1) within 10 days of an Initial ▇▇▇▇▇'▇ Rating Event provide collateral in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex; or within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Rating Event, at its own cost either:
(12) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇Moody's;
(23) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇;Moody's; or
(34) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1iii)(2), (iii)(2iii)(3) or (iii)(3iii)(4) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4iii)(1) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Rating Event, at its own cost, either:
Appears in 1 contract
Sources: Isda Master Agreement (Permanent Funding (No. 2) LTD)
Ratings Event. (i) If STANDARD & POOR'S RATING DOWNGRADE In the shortevent that the [LONG-TERM][short term]*, unsecured and unsubordinated debt obligations of Party A's A (or its successor or assignee) and, if relevant, any Credit Support Provider cease to be rated at least as high as of Party A, are downgraded below ["A-1AA-"]["A-1+" "]* by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Companies Inc. ("S&P") and, as a result of such cessationdowngrade, the then current rating of the Series 1 2 Class [A/B/C] B Seventh Issuer Notes is may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost cost, either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement agreement, (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will shall be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) than the criteria of S&P published on 17th Decemberas at 31st September, 2003, as amended and supplemented from time to time, 1999 which enables enable entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation collateralisation, are rated at a higher level (as referred to, in part, in the article entitled New Structured Finance Interest Rate and Currency Swap Criteria Broadens Allowable Counterparties in the January 1999 issue of S&P's Structured Finance publication) (the "S&P CRITERIA") ), and (y) the Collateral Amount will shall not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 2 Class [A/B/C] B Seventh Issuer Notes at or to the level at which they would have been at immediately prior to such Initial S&P Rating Event;downgrading; or
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory whose short- term, unsecured and unsubordinated debt obligations are rated at least as high as ""F1" by Fitch Ratings Limited ("FITCH") and whose long-term, unsecured and unsubordinated debt obligations are rated at least as high as ["AA-"]["A- 1+"]* by S&P and "A1" by ▇▇▇▇▇'▇ Investors Services ("MOODY'S") or, in each case, such other ratings as are commensurate with the ratings assigned to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 2 Class [A/B/C] B Seventh Issuer Notes by S&P at, or restore the such rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior agencies from time to such Initial S&P Rating Event);time; or
(C) obtain a guarantee procure another person to become co-obligor in respect of its rights and the obligations with respect to of Party A under this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following 2 --------------------- * Upon allocation of the taking of such action being maintained at, or restored toswaps, the level it would have been at immediately prior to rating downgrade provisions may vary. Where wording is contained in square brackets, if the wording highlighted in bold is selected then all such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, options in bold will apply and if the wording highlighted in italics is selected then all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above such options in italics will be transferred to Party A and Party A will not be required to transfer any additional collateralapply.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Rating Event, at its own cost either:
(1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇;
(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇;
(3) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Rating Event, at its own cost, either:
Appears in 1 contract
Ratings Event. (i) If STANDARD & POOR'S RATING DOWNGRADE In the shortevent that the [LONG-TERM][short term]* , unsecured and unsubordinated debt obligations of Party A's A (or its successor or assignee) and, if relevant, any Credit Support Provider cease to be rated at least as high as of Party A, are downgraded below ["A-1AA-"]["A-1+" "]* by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Companies Inc. ("S&P") and, as a result of such cessationdowngrade, the then current rating of the Series 1 3 Class [A/B/C] A Seventh Issuer Notes is may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost cost, either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement agreement, (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will shall be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) than the criteria of S&P published on 17th Decemberas at 31st September, 2003, as amended and supplemented from time to time, 1999 which enables enable entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation collateralisation, are rated at a higher level (as referred to, in part, in the article entitled New Structured Finance Interest Rate and Currency Swap Criteria Broadens Allowable Counterparties in the January 1999 issue of S&P's Structured Finance publication) (the "S&P CRITERIA") ), and (y) the Collateral Amount will shall not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 3 Class [A/B/C] A Seventh Issuer Notes at or to the level at which they would have been at immediately prior to such Initial S&P Rating Event;downgrading; or
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory whose short- term, unsecured and unsubordinated debt obligations are rated at least as high as ""F1" by Fitch Ratings Limited ("FITCH") and whose long-term, unsecured and unsubordinated debt obligations are rated at least as high as ["AA-"]["A- 1+"]* by S&P and "A1" by ▇▇▇▇▇'▇ Investors Services ("MOODY'S") or, in each case, such other ratings as are commensurate with the ratings assigned to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 3 Class [A/B/C] A Seventh Issuer Notes by S&P at, or restore the such rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior agencies from time to such Initial S&P Rating Event);time; or
(C) obtain a guarantee procure another person to become co-obligor in respect of its rights and the obligations with respect to of Party A under this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 3 ___________________________ *Upon allocation of the swaps, the rating downgrade provisions may vary. Where wording is contained in square brackets, if the wording highlighted in bold is selected then all such options in bold will apply and if the wording highlighted in italics is selected then all such options in italics will apply.
Class [A/B/C] A Seventh Issuer Notes then outstanding following the taking of such action being maintained at, or restored to, rated no lower than the level it would have been at rating of the Series 3 Class A Seventh Issuer Notes immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateraldowngrade.
(ii) If MOODY'S "A1/P-1" RATINGS DOWNGRADE In the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) Ifevent that:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) and, if relevant, any Credit Support Provider of Party A, cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇; Moody's, or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) and, if relevant, any Credit Support Provider of Party A, cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇Moody's, and as a result of such downgrade the then current ratings of the Series 3 Class A Seventh Issuer Notes may, in the opinion of Moody's, be downgraded or placed under review for possible downgrade (such cessation being downgrade or placing under review for downgrade, an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Rating Event, on a reasonable efforts basis and at its own cost eitherattempt to:
(1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Moody's Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with in relation to whom Moody's has confirmed that there would be no Initial ▇▇▇▇▇'▇;▇ Rating Event; or
(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which ; such co-obligor or guarantor may be either (x) a person with the Moody's Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other a person as Party A may agree with ▇▇▇▇▇'▇;
(3) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable relation to ▇▇▇▇▇'▇ (which may whom Moody's has confirmed that there would be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent no Initial ▇▇▇▇▇'▇ Rating Event; or
(3) take such other action Moody's shall confirm to Party A will remedy an Initial ▇▇▇▇▇'▇ Rating Event [; OR][.]*
(4) PUT IN PLACE A ▇▇▇▇-TO-MARKET COLLATERAL AGREEMENT IN A FORM AND SUBSTANCE ACCEPTABLE TO MOODY'S (WHICH MAY BE BASED ON THE CREDIT SUPPORT DOCUMENTATION PUBLISHED BY ISDA, OR OTHERWISE, AND RELATES TO COLLATERAL IN THE FORM OF CASH OR SECURITIES OR BOTH) IN SUPPORT OF ITS OBLIGATIONS UNDER THIS AGREEMENT WHICH COMPLIES WITH THE ▇▇▇▇▇'▇ CRITERIA (OR SUCH OTHER AMOUNT AS MAY BE AGREED WITH MOODY'S).] [Pending compliance with any of (ii)(B)(1), (ii)(B)(2) or (ii)(B)(3) above, Party A will, at its own cost, either:
Appears in 1 contract
Ratings Event. (i) If the shortlong-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-1+AA-" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Hill Companies, Inc. ("S&P") and, as a result of such cessationsu▇▇ ▇▇▇▇▇▇▇▇n, the then current rating of the Series 1 2 Class [A/B/C] B Seventh Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-tomark-to-market collateral agreement (which may be based on bas▇▇ ▇n the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 2 Class [A/B/C] B Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 2 Class [A/B/C] B Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 2 Class [A/B/C] B Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 2 Class [A/B/C] B Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 2 Class [A/B/C] B Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 2 Class [A/B/C] B Seventh Issuer Notes at, or restore the rating of the Series 1 2 Class [A/B/C] B Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 2 Class [A/B/C] B Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term[long]-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-3[BBB-]" by S&P and, as a result of such downgrade, the then current rating of the Series 1 2 Class [A/B/C] B Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 2 Class [A/B/C] B Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 2 Class [A/B/C] B Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 2 Class [A/B/C] B Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 2 Class [A/B/C] B Seventh Issuer Notes at, or restore the rating of the Series 1 2 Class [A/B/C] B Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-tomark-to-market collateral arrangement put in place pursuant to pursuan▇ ▇▇ paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt unsubordin▇▇▇▇ ▇▇bt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being an "INITIAL MOODY'S RATING ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the ▇▇ ▇▇▇ occurrence of such Initial ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost either:
(1) transfer ▇▇▇▇▇fer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇Moody's;
(2) procure another person to become co-obligor or guarantor ▇▇ ▇▇▇rantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇Moody's;
(3) take such other action as Party A may agree with ▇▇▇▇ ▇▇'▇oody's; or
(4) put in place a ▇▇▇▇-tomark-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ ▇ent in a form and sub▇▇▇▇ce acceptable to Moody's (which may be based on the credit support documentation doc▇▇▇▇▇▇▇ion published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Moody's Criteria (as defined below) or such other criteria relating relatin▇ to the amount of collateral as may be agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3iii)(▇) above ▇▇▇ve are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt unsubordin▇▇▇▇ ▇▇bt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being a "SUBSEQUENT MOODY'S RATI▇▇ ▇▇▇▇▇'▇ RATING EVENTT"), then Party A will:
(1) on a reasonable o▇ ▇ ▇▇▇sonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost, either:
Appears in 1 contract
Sources: Schedule to the Master Agreement (Permanent Mortgages Trustee LTD)
Ratings Event. (i) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-1+" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Hill Companies, Inc. ("S&P") and, as a result of such cessationsu▇▇ ▇▇▇▇▇▇▇▇n, the then current rating of the Series 1 Class [A/B/C] Seventh C Sixth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-tomark-to-market collateral agreement (which may be based on bas▇▇ ▇n the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh C Sixth Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh C Sixth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh C Sixth Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh C Sixth Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh C Sixth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh C Sixth Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh C Sixth Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh C Sixth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh C Sixth Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh C Sixth Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh C Sixth Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh C Sixth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh C Sixth Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh C Sixth Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-tomark-to-market collateral arrangement put in place pursuant to pursuan▇ ▇▇ paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being an "INITIAL ▇▇▇▇▇'▇ MOODY'S RATING EVENT"), then Party A will, within 30 days of the ▇▇ ▇▇▇ occurrence of such Initial ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost either:
(1) transfer ▇▇▇▇▇fer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇Moody's;
(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇Moody's;
(3) take such other action as Party A may agree with ▇▇▇▇▇'▇Moody's; or
(4) put in place a ▇▇▇▇-tomark-to-market collateral agreement in a form and substance acceptable to sub▇▇▇▇▇'▇ ce acceptable to Moody's (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Moody's Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ MOODY'S RATING EVENT"), then Party A will:
(1) on a reasonable o▇ ▇ ▇▇▇sonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost, either:
Appears in 1 contract
Sources: Schedule to the Master Agreement (Permanent Mortgages Trustee LTD)
Ratings Event. (i) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-1+" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Hill Companies, Inc. ("S&P") and, as a result of such cessation, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENTEVE▇▇"), then ▇▇▇▇ Party A willwill at its own cost either:
(A) within 10 days of the Initial S&P Rating Event provide collateral in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex, provided that such posting of collateral shall be subject to (i) if required by S&P at the time of such posting, Party A obtaining legal opinions satisfactory to S&P in relation to such posting and (ii) if the short-term, unsecured and unsubordinated debt obligations or the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-2" or "BBB+", respectively, by S&P, the monthly valuation of Party B's Exposure (as defined in the Credit Support Annex), by two independent third parties that would be eligible and willing to be transferees of Party A's benefits and obligations under this Agreement, on the following basis: (x) the valuation may only be obtained from the same entity up to four times in any twelve month period; (y) Party B's Exposure, for the purposes of collateral posting in accordance with the Credit Support Annex shall be deemed to be equal to the highest of the higher of the two independent third party valuations bids and the amount calculated in accordance with the Credit Support Annex; and (z) Party A shall provide S&P with the two monthly independent third party valuations and its calculations pursuant to Paragraph 3(b) of the Credit Support Annex in relation to the day on which the monthly independent third party valuations are obtained; or within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if the short- term, unsecured and unsubordinated debt obligations of the third party are rated at least as high as "A-1+" by S&P or S&P otherwise confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if the short-term, unsecured and unsubordinated debt obligations of the third party are rated at least as high as "A-1+" by S&P or S&P otherwise confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if the short- term, unsecured and unsubordinated debt obligations of the third party are rated at least as high as "A-1+" by S&P or S&P otherwise confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if the short-term, unsecured and unsubordinated debt obligations of the third party are rated at least as high as "A-1+" by S&P or S&P otherwise confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (the ratings referred to in (A) and (B) above being the "FIRST TRIGGER REQUIRED RATINGS" and such cessation being an "INITIAL ▇▇▇▇▇'▇ MOODY'S RATING EVENT"), then Party A will, will at its own cost eithe▇:
(1) within 10 days of an Initial Moody's Rating Event provide collateral in the form of ca▇▇ ▇▇ ▇ecurities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex; or within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost either:
(12) transfer all of its rights and r▇▇▇▇▇ ▇nd obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇Moody's;
(23) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-co- obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇;Moody's; or
(34) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1iii)(2), (iii)(2iii)(3) or (iii)(3iii)(4) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4iii)(1) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated as high as "Prime-2Prime- 2" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (the ratings referred to in (A) and (B) above being the "SECOND TRIGGER REQUIRED RATINGS" and such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ MOODY'S RATING EVENT"), then Party A will:
(1) on a reasonable r▇▇▇▇▇▇▇le efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost, either:
Appears in 1 contract
Ratings Event. (i) If In the event that the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as ["A-1+" "] by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("S&P") and, as a result of such cessation, the then current rating of the Series 1 [2/4] Class [A/B/CM[/C]] Seventh Fourth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is will be determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and ), (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 [2/4] Class [A/B/CM[/C]] Seventh Fourth Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event [and (z) the enforceability of such collateral arrangement must be supported by legal opinions with respect to each relevant jurisdiction provided in a form reasonably acceptable to S&P within 30 days of the occurrence of such Initial S&P Rating Event];
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory whose short-term, unsecured and unsubordinated debt rating is at least ["A-1+"] from S&P or such other rating as is commensurate with the rating assigned to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 [2/4] Class [A/B/CM[/C]] Seventh Fourth Issuer Notes by S&P atfrom time to time;
(C) procure another person to become a co-obligor or guarantor in respect of the obligations of Party A with respect to this Agreement, provided that such guarantor or restore co-obligor has a short-term, unsecured and unsubordinated debt rating of at least ["A-1+"] from S&P or such other rating as is commensurate with the rating of assigned to the Series 1 [2/4] Class [A/B/CM[/C]] Seventh Fourth Issuer Notes by S&P to, the level it would have been at immediately prior from time to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event)time; or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 [2/4] Class [A/B/CM[/C]] Seventh Fourth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory whose short-term, unsecured and unsubordinated debt rating is at least ["A-1+"] from S&P or such other rating as is commensurate with the rating assigned to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 [2/4] Class [A/B/CM[/C]] Seventh Fourth Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior from time to such Subsequent S&P Rating Event)time;
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 [2/4] Class [A/B/CM[/C]] Seventh Fourth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event[; or
(C) obtain procure another person to become a guarantee co-obligor or guarantor in respect of its rights and the obligations of Party A with respect to this Agreement Agreement, provided that such co-obligor or guarantor has a short-term, unsecured and unsubordinated debt rating of at least ["A-1+"] from a third party satisfactory S&P or such other rating as is commensurate with the rating assigned to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 [2/4] Class [A/B/CM[/C]] Seventh Fourth Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior by S&P from time to such Subsequent S&P Rating Event)time], and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) [or (ii)(C) )] above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) IfIn the event that:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as ["A1" "] (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as ["Prime-1" "] (or its equivalent) by ▇▇▇▇▇'▇Moody's, and as a result of such downgrade the then current ratings of the Series [2/4] Class [A/B/M[/C]] Fourth Issuer Notes may, in the reasonable opinion of Moody's be downgraded or placed under review for possible downgrade (such cessation being downgrade or placing under review for downgrade, an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Rating Event, on a reasonable efforts basis and at its own cost eitherattempt either to:
(1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Moody's Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with in relation to whom Moody's has confirmed that there would be no Initial ▇▇▇▇▇'▇▇ Rating Event;
(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Moody's Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other a person as Party A may agree with in relation to whom Moody's has confirmed that there would be no Initial ▇▇▇▇▇'▇▇ Rating Event;
(3) take such other action as Party A may agree agrees with ▇▇▇▇▇'▇Moody's; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ Moody's (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Moody's Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) IfIn the event that:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as ["A3" "] (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as ["Prime-2" "] (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts basis, as soon as reasonably practicable after basis within 30 days of the occurrence of such Subsequent ▇▇▇▇▇'▇ Rating Event, at its own cost, eitherattempt either to:
Appears in 1 contract
Ratings Event. (i) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-1+" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Hill Companies, Inc. ("S&P") and, as a result of such cessation, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then ▇hen Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to provide collateral in the form of cash or securities or both) both in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating provisions of the Series 1 Class [A/B/C] Seventh Issuer Notes Credit Support Annex, provided that such posting of collateral shall be subject to (i) if required by S&P at or the time of such posting, Party A obtaining legal opinions satisfactory to the level they would have been at immediately prior S&P in relation to such Initial S&P Rating Eventposting and (ii) if the short-term, unsecured and unsubordinated debt obligations or the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-2" or "BBB+", respectively, by S&P, the verification by an independent third party on a monthly basis of the valuation of collateral;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory whose short-term, unsecured and unsubordinated debt rating is at least "A-1+" from S&P or such other rating as is commensurate with the rating assigned to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior from time to such Initial S&P Rating Event)time;
(C) obtain procure another person to become a guarantee co-obligor or guarantor in respect of its rights and the obligations of Party A with respect to this Agreement Agreement, provided that such guarantor or co-obligor has a short-term, unsecured and unsubordinated debt rating of at least "A-1+" from a third party satisfactory S&P or such other rating as is commensurate with the rating assigned to the Security Trustee (whose consent will be given if Relevant Notes by S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior from time to such Initial S&P Rating Event)time; or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the shortlong-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-3BBB-" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory whose short-term, unsecured and unsubordinated debt rating is at least "A-1+" from S&P or such other rating as is commensurate with the rating assigned to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior from time to such Subsequent S&P Rating Event)time;
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain procure another person to become a guarantee co-obligor or guarantor in respect of its rights and the obligations of Party A with respect to this Agreement Agreement, provided that such co-obligor or guarantor has a short-term, unsecured and unsubordinated debt rating of at least "A-1+" from a third party satisfactory S&P or such other rating as is commensurate with the rating assigned to the Security Trustee (whose consent will be given if Relevant Notes by S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior from time to such Subsequent S&P Rating Event)time, and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
If (A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) and, if relevant, any Credit Support Provider of Party A, cease to be rated at least as high as "A1Al" (or its equivalent) by ▇▇▇▇▇'▇; or
Moody's or (B) the short-term, unsecured and unsubordinated debt obligations ▇▇▇▇ ▇bligations of Party A (or its successor) and, if relevant, any Credit Support Provider of Party A's Credit Support Provider , cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇, Moody's (such cessation being an "INITIAL ▇▇▇▇▇'▇ MOODY'S RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial w▇▇▇, ▇▇'▇ Rating Event, a reasonable efforts basis and at its own cost eitherattempt to:
(1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Moody's Required Ratings (as defined below) domiciled in the ▇he same legal jurisdiction as Party A or Party B, B or (y) a replacement third party as Party A may agree with in relation to whom Moody's has confirmed that there would be no Initia▇ ▇▇▇▇▇'▇;'s Rating Event; or
(2) procure another ▇▇▇▇▇▇▇ person to become a co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which . Such co-obligor or guarantor may be either (x) a person with the Moody's Required Ratings (as defined below) domiciled in the same legal jurisdiction ▇▇▇▇▇diction as Party A or Party B, B or (y) such other a person as Party A may agree with in relation to whom Moody's has confirmed that there would be no Initial ▇▇▇▇▇'▇;'s Rating Event; or
(3) take such other action as Party A may agree with ▇▇▇▇▇''s shall confirm to Party A will remedy an Ini▇; or▇▇▇ ▇▇ody's Rating Event. Pending compliance with any of parag▇▇▇▇▇ (iii)(1), (iii)(2) or (iii)(3) above, Party A will, at its own cost:
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on within 10 days of the credit support documentation published by ISDAoccurrence of an Initial Moody's Rating Event, or otherwise, and relates to provide collateral in the form of cash for▇ ▇▇ ▇▇sh or securities or both) both in support of its obligations under this Agreement which complies in accordance with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to provisions of the amount of collateral as may be agreed with ▇▇▇▇▇'▇Credit Support Annex. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
If (A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) and, if relevant, any Credit Support Provider of Party A, cease to be rated at least as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇; or
Moody's or (B) the short-term, unsecured and unsubordinated debt obligations ▇▇▇▇ ▇bligations of Party A (or its successor) and, if relevant, any Credit Support Provider of Party A's Credit Support Provider , cease to be rated at least as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, Moody's (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ MOODY'S RATING EVENT"), then Party A will▇▇▇▇, on a reasonable ▇▇▇▇▇▇▇ basis, within 30 days of the occurrence of such Subsequent Moody's Rating Event or as soon as reasonably practicable thereafter, and at its own cost:
(1) on transfer all of its rights and obligations with respect to this Agreement to either (x) a reasonable efforts basis, as soon as reasonably practicable after replacement third party with the occurrence of such Subsequent Moody's Required Ratings domiciled in the same legal ▇▇▇▇▇'diction as Party A or Party B, or (y) a replacement third party in relation to whom Moody's has confirmed that there would be no Subseq▇▇▇▇ ▇▇ody's Rating Event; or
(2) procure another person to ▇▇▇▇▇▇ a co-obligor or guarantor in respect of the obligations of Party A under this Agreement. Such co-obligor or guarantor may be either (x) a person with the Moody's Required Ratings domiciled in the same legal ▇▇▇▇▇diction as Party A or Party B, or (y) a person in relation to whom Moody's has confirmed that there would be no Subseq▇▇▇▇ ▇▇ody's Rating Event; or
(3) take such other action as ▇▇▇▇▇'s shall confirm to Party A will remedy a Subs▇▇▇▇▇▇ Moody's Rating Event. Pending compliance with any of parag▇▇▇▇▇ (iv)(1), (iv)(2) or (iv)(3) above, Party A will at its own cost:
(4) provide collateral in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex. If any of paragraphs (iv)(1), either:(iv)(2) or (iv)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iv)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
Appears in 1 contract
Sources: Isda Master Agreement (Permanent Master Issuer PLC)
Ratings Event. (i) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-1+" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("S&P") and, as a result of such cessation, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Ratings Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Rating Event, at its own cost either:
(1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A occurs with respect to BNY (or Party Bany applicable credit support provider), then BNY shall, at its own expense, (i) assign this Transaction within thirty (30) days of such Ratings Event to a third party that meets or exceeds, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇;
(2) procure another person to become co-obligor which any applicable credit support provider meets or guarantor in respect of exceeds, the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Approved Ratings Thresholds (as defined below) domiciled in on terms substantially similar to this Confirmation, which party is approved by the same legal jurisdiction as Party A Counterparty, which approval shall not be unreasonably withheld, (ii) obtain a guaranty of, or Party Ba contingent agreement of, another person with the Approved Rating Thresholds to honor BNY's obligations under this Agreement, provided that such other person is approved by the Counterparty, such approval not to be unreasonably withheld, (iii) post collateral under agreements and other instruments satisfactory to Moody's, S&P and Fitch, which will be sufficient to restore the immediately prior ratings of the Certificates, or (yiv) such establish any other person as Party A may agree with ▇▇▇▇▇'▇;
(3) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place arrangement satisfactory to Moody's, S&P and Fitch which will be sufficient to restore the immediately prior ratings of the Certificates. For avoidance of doubt, a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based downgrade of the rating on the Certificates could occur in the event that BNY does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to BNY (or any applicable credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or bothprovider) in support of if its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the longshort-term, term unsecured and unsubordinated debt obligations of Party rating is withdrawn or reduced below "A's Credit Support Provider cease -l" by S&P, is withdrawn or reduced below "F-l" by Fitch (including in connection with a merger, consolidation or other similar transaction by BNY or any applicable credit support provider) such ratings being referred to be rated herein as high as the "A3Approved Ratings Thresholds," (or its equivalent) by ▇▇▇▇▇'▇; or
(B) unless, within 30 days thereafter, each of Moody's and S&P has reconfirmed the short-term, unsecured and unsubordinated debt obligations ratings of Party A's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts basisthe Certificates, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Rating Eventapplicable, at its own cost, either:which was in effect immediately prior thereto).
Appears in 1 contract
Ratings Event. (i) If the shortlong-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider of Party A (or its successor) cease to be rated at least as high as "A-1+AA-" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Hill Companies, Inc. ("S&P") and, as a result of such cessationsu▇▇ ▇▇▇▇▇▇▇▇n, the then current rating of the Series 1 2 Class [A/B/C] Seventh A Sixth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-tomark-to-market collateral agreement (which may be based on bas▇▇ ▇n the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 2 Class [A/B/C] Seventh A Sixth Issuer Notes by S&P at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh A Sixth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 2 Class [A/B/C] Seventh A Sixth Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 2 Class [A/B/C] Seventh A Sixth Issuer Notes by S&P at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh A Sixth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 2 Class [A/B/C] Seventh A Sixth Issuer Notes at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh A Sixth Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 2 Class [A/B/C] Seventh A Sixth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the shortlong-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider of Party A (or its successor) cease to be rated at least as high as "A-3BBB-" by S&P and, as a result of such downgrade, the then current rating of the Series 1 2 Class [A/B/C] Seventh A Sixth Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 2 Class [A/B/C] Seventh A Sixth Issuer Notes by S&P at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh A Sixth Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 2 Class [A/B/C] Seventh A Sixth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 2 Class [A/B/C] Seventh A Sixth Issuer Notes at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh A Sixth Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-tomark-to-market collateral arrangement put in place pursuant to pursuan▇ ▇▇ paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) If the long-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider of Party A (or its successor) cease to be rated at least as high as the lower of (A) "A1" (or its equivalent) by Moody's and (B) the highest rating of the Series 2 Class A ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A▇ Issuer Notes then issued by Moody's Credit Support Provider cease immediately prior to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇, such cessation (such cessation being an "INITIAL ▇▇▇▇▇'▇ MOODY'S RATING EVENT"), then Party A will, within 30 days of the ▇▇ ▇▇▇ occurrence of such Initial ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost either:
(1) transfer ▇▇▇▇▇fer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree agreed with ▇▇▇▇▇'▇Moody's;
(2) procure another person to become co-obligor or guarantor ▇▇ ▇▇▇rantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree agreed with ▇▇▇▇▇'▇Moody's;
(3) take such other action as Party A may agree agreed with ▇▇▇▇▇Moody'▇; or▇▇
(4) put in place a ▇▇▇▇-tomark-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ ▇ent in a form and sub▇▇▇▇ce acceptable to Moody's (which may be based on the credit support documentation doc▇▇▇▇▇▇▇ion published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Moody's Criteria (as defined below) or such other criteria relating to the amount of collateral requirements as may be agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3iii)(▇) above ▇▇▇ve are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) If the long-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider of Party A (or its successor) cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party AMoody's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT MOODY'S RATING ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts best ▇▇▇▇▇▇s basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost, eitherattempt either ▇▇:
Appears in 1 contract
Sources: Schedule to the Master Agreement (Permanent Mortgages Trustee LTD)
Ratings Event. (i) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-1+" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Hill Companies, Inc. ("S&P") and, as a result of such cessation, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENTEVE▇▇"), then ▇▇▇▇ Party A willwill at its own cost either:
(A) within 10 days of the Initial S&P Rating Event provide collateral in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex, provided that such posting of collateral shall be subject to (i) if required by S&P at the time of such posting, Party A obtaining legal opinions satisfactory to S&P in relation to such posting and (ii) if the short-term, unsecured and unsubordinated debt obligations or the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-2" or "BBB+", respectively, by S&P, the monthly valuation of Party B's Exposure (as defined in the Credit Support Annex), by two independent third parties that would be eligible and willing to be transferees of Party A's benefits and obligations under this Agreement, on the following basis: (x) the valuation may only be obtained from the same entity up to four times in any twelve month period; (y) Party B's Exposure, for the purposes of collateral posting in accordance with the Credit Support Annex shall be deemed to be equal to the highest of the higher of the two independent third party valuations bids and the amount calculated in accordance with the Credit Support Annex; and (z) Party A shall provide S&P with the two monthly independent third party valuations and its calculations pursuant to Paragraph 3(b) of the Credit Support Annex in relation to the day on which the monthly independent third party valuations are obtained; or within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if the short- term, unsecured and unsubordinated debt obligations of the third party are rated at least as high as "A-1+" by S&P or S&P otherwise confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if the short-term, unsecured and unsubordinated debt obligations of the third party are rated at least as high as "A-1+" by S&P or S&P otherwise confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if the short- term, unsecured and unsubordinated debt obligations of the third party are rated at least as high as "A-1+" by S&P or S&P otherwise confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if the short-term, unsecured and unsubordinated debt obligations of the third party are rated at least as high as "A-1+" by S&P or S&P otherwise confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (the ratings referred to in (A) and (B) above being the "FIRST TRIGGER REQUIRED RATINGS" and such cessation being an "INITIAL ▇▇▇▇▇'▇ MOODY'S RATING EVENT"), then Party A will, will at its own cost eithe▇:
(1) within 10 days of an Initial Moody's Rating Event provide collateral in the form of ca▇▇ ▇▇ ▇ecurities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex; or within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost either:
(12) transfer all of its rights and obligations obl▇▇▇▇▇▇▇s with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇Moody's;
(23) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-co- obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇;Moody's; or
(34) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1iii)(2), (iii)(2iii)(3) or (iii)(3iii)(4) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4iii)(1) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated as high as "Prime-2Prime- 2" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (the ratings referred to in (A) and (B) above being the "SECOND TRIGGER REQUIRED RATINGS" and such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ MOODY'S RATING EVENT"), then Party A will:
(1) on a reasonable r▇▇▇▇▇▇▇le efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost, either:
Appears in 1 contract
Ratings Event. (i) If In the shortevent that the long-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider of Party A (or its successor) cease to be rated at least as high as ["A-1+" AA-"] by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("S&P") and, as a result of such cessation, the then current rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes by S&P at, or restore the rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes by S&P at, or restore the rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes at, or restore the rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If In the shortevent that the long-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider of Party A (or its successor) cease to be rated at least as high as ["A-3" BBB-"] by S&P and, as a result of such downgrade, the then current rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes by S&P at, or restore the rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes at, or restore the rating of the Series 1 3 Class [A/B/C] Seventh Fifth Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) In the event that the long-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider of Party A (or its successor) cease to be rated at least as high as the lower of (A) ["A1" "] (or its equivalent) by ▇▇▇▇▇'▇; or
Moody's and (B) the short-term, unsecured and unsubordinated debt obligations highest rating of Party the Series 3 Class [A/B/C] Fifth Issuer Notes then issued by Moody's Credit Support Provider cease immediately prior to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇, such cessation (such cessation being an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Rating Event, at its own cost either:
(1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree agreed with ▇▇▇▇▇'▇Moody's;
(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree agreed with ▇▇▇▇▇'▇Moody's;
(3) take such other action as Party A may agree agreed with ▇▇▇▇▇'▇Moody's; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ Moody's (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Moody's Criteria (as defined below) or such other criteria relating to the amount of collateral requirements as may be agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) In the event that the long-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider of Party A (or its successor) cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party AMoody's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable best efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Rating Event, at its own cost, either:
Appears in 1 contract
Ratings Event. (i) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-1+" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("S&P") and, as a result of such cessation, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Ratings Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Rating Event, at its own cost either:
(1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A occurs with respect to IXIS (or Party Bany applicable credit support provider), then IXIS shall, at its own expense, (i) assign this Transaction within thirty (30) days of such Ratings Event to a third party that meets or exceeds, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇;
(2) procure another person to become co-obligor which any applicable credit support provider meets or guarantor in respect of exceeds, the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Approved Ratings Thresholds (as defined below) domiciled in on terms substantially similar to this Confirmation, which party is approved by the same legal jurisdiction as Party A Counterparty, which approval shall not be unreasonably withheld, (ii) obtain a guaranty of, or Party Ba contingent agreement of, another person with the Approved Rating Thresholds to honor IXIS's obligations under this Agreement, provided that such other person is approved by the Counterparty, such approval not to be unreasonably withheld, (iii) post collateral under agreements and other instruments satisfactory to Fitch and S&P which will be sufficient to restore the immediately prior ratings of the Certificates, or (yiv) such establish any other person as Party A may agree arrangement satisfactory to Fitch and S&P which will be sufficient to restore the immediately prior ratings of the Certificates; provided, that with ▇▇▇▇▇'▇;
respect to clauses (3) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇. If any of paragraphs (iii)(1ii), (iii)(2iii) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
above, each of Fitch and S&P has reconfirmed the ratings of the Certificates, as applicable, which was in effect immediately prior thereto. For avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that IXIS does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to IXIS (Aor any applicable credit support provider) the longif its short-term, term unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as rating is reduced below "A3F-1" (by Fitch or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, term unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease rating is reduced below "A-1" by S&P (including in connection with a merger, consolidation or other similar transaction by IXIS or any applicable credit support provider) such ratings being referred to be rated herein as high as the "Prime-2Approved Ratings Thresholds," (or its equivalent) by ▇▇▇▇▇'▇unless, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT")within 30 days thereafter, then Party A will:
(1) on a reasonable efforts basiseach of Fitch and S&P has reconfirmed the ratings of the Certificates, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Rating Eventapplicable, at its own cost, either:which was in effect immediately prior thereto).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Wells Fargo Home Equity Asset-Backed Securities 2005-4 Trust)
Ratings Event. (i) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-1+" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Hill Companies, Inc. ("S&P") and, as a result of such cessation▇▇▇▇ ▇▇▇▇▇tion, the then current rating of the Series 1 Class [A/B/C] C Seventh Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-tomark-to-market collateral agreement (which may be based ▇▇▇▇d on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] C Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] C Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] C Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] C Seventh Issuer Notes by S&P at, or restore the rating of the the
Series 1 Class [A/B/C] C Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] C Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] C Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] C Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] C Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] C Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] C Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] C Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] C Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] C Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-tomark-to-market collateral arrangement put in place pursuant to pursua▇▇ ▇o paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated unsubord▇▇▇▇▇▇ debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being an "INITIAL MOODY'S RATIN▇ ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the ▇▇ ▇▇▇ occurrence of such Initial ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost either:
(1) transfer ▇▇▇▇sfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇Moody's;
(2) procure another person to become co-obligor ob▇▇▇▇▇ or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇Moody's;
(3) take such other action as Party A may agree with agre▇ ▇▇▇▇▇'▇▇ Moody's; or
(4) put in place a mark-to-market collater▇▇ ▇▇▇eement in a form and ▇▇▇▇-to-market collateral agreement in a form and substance tance acceptable to ▇▇▇▇▇'▇ Moody's (which may be based on the credit support documentation do▇▇▇▇▇▇▇tion published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Moody's Criteria (as defined below) or such other criteria ▇▇▇teria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3iii)(▇) above ▇▇ove are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated unsubord▇▇▇▇▇▇ debt obligations of Party A's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by Moody's, (suc▇ ▇▇▇▇▇'▇, (such cessation tion being a "SUBSEQUENT ▇▇▇▇▇'▇ MOODY'S RATING EVENT"), then Party A will:
(1) on a reasonable ▇▇ ▇ ▇▇asonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost, either:
Appears in 1 contract
Ratings Event. (i) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-1+" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Hill Companies, Inc. ("S&P") and, as a result of such cessation, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENTEVE▇▇"), then ▇▇▇▇ Party A willwill at its own cost either:
(A) within 10 days of the Initial S&P Rating Event provide collateral in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex, provided that such posting of collateral shall be subject to (i) if required by S&P at the time of such posting, Party A obtaining legal opinions satisfactory to S&P in relation to such posting and (ii) if the short-term, unsecured and unsubordinated debt obligations or the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-2" or "BBB+", respectively, by S&P, the monthly valuation of Party B's Exposure (as defined in the Credit Support Annex), by two independent third parties that would be eligible and willing to be transferees of Party A's benefits and obligations under this Agreement, on the following basis: (x) the valuation may only be obtained from the same entity up to four times in any twelve month period; (y) Party B's Exposure, for the purposes of collateral posting in accordance with the Credit Support Annex shall be deemed to be equal to the highest of the higher of the two independent third party valuations bids and the amount calculated in accordance with the Credit Support Annex; and (z) Party A shall provide S&P with the two monthly independent third party valuations and its calculations pursuant to Paragraph 3(b) of the Credit Support Annex in relation to the day on which the monthly independent third party valuations are obtained; or within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if the short- term, unsecured and unsubordinated debt obligations of the third party are rated at least as high as "A-1+" by S&P or S&P otherwise confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if the short-term, unsecured and unsubordinated debt obligations of the third party are rated at least as high as "A-1+" by S&P or S&P otherwise confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if the short- term, unsecured and unsubordinated debt obligations of the third party are rated at least as high as "A-1+" by S&P or S&P otherwise confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if the short-term, unsecured and unsubordinated debt obligations of the third party are rated at least as high as "A-1+" by S&P or S&P otherwise confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (the ratings referred to in (A) and (B) above being the "FIRST TRIGGER REQUIRED RATINGS" and such cessation being an "INITIAL ▇▇▇▇▇'▇ MOODY'S RATING EVENT"), then Party A will, will at its own cost eithe▇:
(1) within 10 days of an Initial Moody's Rating Event provide collateral in the form of ca▇▇ ▇▇ ▇ecurities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex; or within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost either:
(12) transfer all of its rights and obligations obl▇▇▇▇▇▇▇s with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇;Moody's; 100
(23) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-co- obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇;Moody's; or
(34) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1iii)(2), (iii)(2iii)(3) or (iii)(3iii)(4) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4iii)(1) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated as high as "Prime-2Prime- 2" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (the ratings referred to in (A) and (B) above being the "SECOND TRIGGER REQUIRED RATINGS" and such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ MOODY'S RATING EVENT"), then Party A will:
(1) on a reasonable r▇▇▇▇▇▇▇le efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost, either:
Appears in 1 contract
Ratings Event. (i) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-1+" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Hill Companies, Inc. ("S&P") and, as a result of such cessation, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A willwill at its own cost either:
(A) within 10 days of the Initial S&P Rating Event provide collateral in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex, provided that such posting of collateral shall be subject to (i) if required by S&P at the time of such posting, Party A obtaining legal opinions satisfactory to S&P in relation to such posting and (ii) if the short-term, unsecured and unsubordinated debt obligations or the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-2" or "BBB+", respectively, by S&P, the monthly valuation of Party B's Exposure (as defined in the Credit Support Annex), by two independent third parties that would be eligible and willing to be transferees of Party A's benefits and obligations under this Agreement, on the following basis: (x) the valuation may only be obtained from the same entity up to four times in any twelve month period; (y) Party B's Exposure, for the purposes of collateral posting in accordance with the Credit Support Annex shall be deemed to be equal to the highest of the higher of the two independent third party valuations bids and the amount calculated in accordance with the Credit Support Annex; and (z) Party A shall provide S&P with the two monthly independent third party valuations and its calculations pursuant to Paragraph 3(b) of the Credit Support Annex in relation to the day on which the monthly independent third party valuations are obtained; or within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if the short-term, unsecured and unsubordinated debt obligations of the third party are rated at least as high as "A-1+" by S&P or S&P otherwise confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if the short-term, unsecured and unsubordinated debt obligations of the third party are rated at least as high as "A-1+" by S&P or S&P otherwise confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if the short-term, unsecured and unsubordinated debt obligations of the third party are rated at least as high as "A-1+" by S&P or S&P otherwise confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if the short-term, unsecured and unsubordinated debt obligations of the third party are rated at least as high as "A-1+" by S&P or S&P otherwise confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (the ratings referred to in (A) and (B) above being the "FIRST TRIGGER REQUIRED RATINGS" and such cessation being an "INITIAL ▇▇▇▇▇'▇ MOODY'S RATING EVENT"), then Party A will, will at its own cost ▇▇▇▇▇▇:
(1) within 10 days of an Initial Moody's Rating Event provide collateral in the fo▇▇ ▇▇ ▇ash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex; or within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost either:
(12) transfer all of its rights and obligations ▇▇▇ ▇▇ligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇Moody's;
(23) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇;Moody's; or
(34) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1iii)(2), (iii)(2iii)(3) or (iii)(3iii)(4) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4iii)(1) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (the ratings referred to in (A) and (B) above being the "SECOND TRIGGER REQUIRED RATINGS" and such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ MOODY'S RATING EVENT"), then Party A will:
(1) on a reasonable ▇▇▇▇▇▇▇ble efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost, either:
Appears in 1 contract
Sources: Isda Master Agreement (Permanent Master Issuer PLC)
Ratings Event. (i) If In the event that the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider A (or its successor) or any credit support provider from time to time in respect of Party A cease to be rated at least as high as "A-1+" A1 by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Companies Inc. ("S&P") and, as a result of such cessationdowngrading, the then current rating of the Series 1 Class [A/B/CNotes] Seventh Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, Event at its own cost cost, either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement agreement, (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its Party A's obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will shall be given if S&P confirms that the provision of such collateral would maintain the rating ratings of the Series 1 Class [A/B/CNotes] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/CNotes] Seventh Issuer Notes by S&P to, to the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will shall be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) than the criteria of S&P published on 17th Decemberas at 30th September, 2003, as amended and supplemented from time to time, 1999 which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation collateralisation, are rated at a higher level (as referred to, in part, in the article entitled New Interest Rate Currency Swap Criteria Broadens Allowable Counterparties in the January 1999 issue of S&P's Structured Finance Publication) (the "S&P CRITERIA") and (y) the Collateral Amount will shall not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/CNotes] Seventh Issuer Notes at or to to, the level they it would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to of this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will shall be given if S&P confirms that such transfer would maintain the rating ratings of the Series 1 Class [A/B/CNotes] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/CNotes] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will shall be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/CNotes] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/CNotes] Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/CNotes] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, time all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If In the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) Ifevent that:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider in respect of Party A's Credit Support Provider cease , ceases to be rated at least as high as ["A1" "] (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider A (or its successor) or any credit support provider in respect of Party A cease to be rated at least as high as ["Prime-1" "] (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Rating Event, at its own cost either:
(1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree agreed with ▇▇▇▇▇'▇;
(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which such co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree agreed with ▇▇▇▇▇'▇;
(3) take such other action as Party A may agree agreed with ▇▇▇▇▇'▇; oror[/and
(4) pending compliance with (ii)(1), (ii)(2) or (ii)(3),](1) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇. If any of paragraphs (iii)(1ii)(1), (iii)(2ii)(2) or (iii)(3ii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4ii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iviii) IfIn the event that:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider A (or its successor) or any credit support provider in respect of Party A cease to be rated as high as ["A3" /Baa2"](2) (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider A (or its successor) or any credit support provider in respect of Party A cease to be rated as high as ["Prime-2" "] (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts basis, as soon as reasonably practicable after within 30 days of the occurrence of such Subsequent subsequent ▇▇▇▇▇'▇ Rating EventEvent on a [reasonable/best] efforts basis, and at its own cost, eitherattempt either to:
Appears in 1 contract
Sources: Funding Swap Schedule (Permanent Mortgages Trustee LTD)
Ratings Event. (i) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-1+" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Hill Companies, Inc. ("S&P") and, as a result of such cessation, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENTRATIN▇ ▇▇▇▇▇"), then Party A willwill at its own cost either:
(A) within 10 days of the Initial S&P Rating Event provide collateral in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex, provided that such posting of collateral shall be subject to (i) if required by S&P at the time of such posting, Party A obtaining legal opinions satisfactory to S&P in relation to such posting and (ii) if the short-term, unsecured and unsubordinated debt obligations or the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-2" or "BBB+", respectively, by S&P, the monthly valuation of Party B's Exposure (as defined in the Credit Support Annex), by two independent third parties that would be eligible and willing to be transferees of Party A's benefits and obligations under this Agreement, on the following basis: (x) the valuation may only be obtained from the same entity up to four times in any twelve month period; (y) Party B's Exposure, for the purposes of collateral posting in accordance with the Credit Support Annex shall be deemed to be equal to the highest of the higher of the two independent third party valuations bids and the amount calculated in accordance with the Credit Support Annex; and (z) Party A shall provide S&P with the two monthly independent third party valuations and its calculations pursuant to Paragraph 3(b) of the Credit Support Annex in relation to the day on which the monthly independent third party valuations are obtained; or within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if the short- term, unsecured and unsubordinated debt obligations of the third party are rated at least as high as "A-1+" by S&P or S&P otherwise confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if the short-term, unsecured and unsubordinated debt obligations of the third party are rated at least as high as "A-1+" by S&P or S&P otherwise confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if the short- term, unsecured and unsubordinated debt obligations of the third party are rated at least as high as "A-1+" by S&P or S&P otherwise confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent will be given if the short-term, unsecured and unsubordinated debt obligations of the third party are rated at least as high as "A-1+" by S&P or S&P otherwise confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (the ratings referred to in (A) and (B) above being the "FIRST TRIGGER REQUIRED RATINGS" and such cessation being an "INITIAL ▇▇▇▇▇'▇ MOODY'S RATING EVENT"), then Party A will, will at its own cost ▇▇▇▇▇▇:
(1) within 10 days of an Initial Moody's Rating Event provide collateral in the for▇ ▇▇ ▇▇sh or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex; or within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost either:
(12) transfer all of its rights and obligations ▇▇▇ ▇▇▇igations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇Moody's;
(23) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-co- obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇;Moody's; or
(34) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1iii)(2), (iii)(2iii)(3) or (iii)(3iii)(4) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4iii)(1) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated as high as "Prime-2Prime- 2" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (the ratings referred to in (A) and (B) above being the "SECOND TRIGGER REQUIRED RATINGS" and such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ MOODY'S RATING EVENT"), then Party A will:
(1) on a ▇▇ ▇ reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost, either:
Appears in 1 contract
Sources: Isda Master Agreement (Permanent Master Issuer PLC)
Ratings Event. (i) If the short-term, unsecured and unsubordinated debt obligations of [Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A/the Credit Support Provider of Party A (or its successor)] cease to be rated at least as high as ["A-1+" "] by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Hill Companies, Inc. ("S&P") and, as a result of such cessationsuc▇ ▇▇▇▇▇▇▇▇▇, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A willwill at its own cost either:
(A) within 10 days of the Initial S&P Rating Event provide collateral in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex, provided that such posting of collateral shall be subject to (i) if required by S&P at the time of such posting, Party A obtaining legal opinions satisfactory to S&P in relation to such posting and (ii) if the short-term, unsecured and unsubordinated debt obligations or the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-2" or "BBB+", respectively, by S&P, the verification by an independent third party on a monthly basis of the valuation of collateral; or within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Relevant Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of [Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A/the Credit Support Provider of Party A (or its successor)] cease to be rated at least as high as ["A1" "] (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt unsubordi▇▇▇▇▇ ▇ebt obligations of [Party A (or its successor) or any Credit Support Provider from time to time in respect of Party A's /the Credit Support Provider of Party A (or its successor)] cease to be rated at least as high as ["Prime-1" "] (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being an "INITIAL MOODY'S RATING ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial will at its own cost e▇▇▇▇▇'▇ Rating Event, at its own cost either:
(1) transfer all within 10 days of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇;
(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇;
(3) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to an Initial Moody's Rating Event provide collateral in the form of cash ▇▇ ▇▇▇▇ or securities or both) both in support of its obligations under this Agreement which complies in accordance with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to provisions of the amount of collateral as may be agreed with ▇▇▇▇▇'▇. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇Annex; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Rating Event, at its own cost, either:
Appears in 1 contract
Sources: Isda Master Agreement (Permanent Funding (No. 2) LTD)
Ratings Event. (i) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-1+" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Hill Companies, Inc. ("S&P") and, as a result of such cessation▇▇▇▇▇▇▇▇▇, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-tomark-to-market collateral agreement (which may be based on base▇ ▇▇ the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation collateralisation, are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating ratings of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-tomark-to-market collateral arrangement put in place pursuant to paragraph t▇ ▇▇ragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt unsubordina▇▇▇ ▇▇▇t obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being an "INITIAL MOODY'S RATING EV▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence ▇▇▇ ▇▇▇urrence of such Initial ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost either:
(1) transfer ▇▇▇▇▇▇▇r all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree agreed with ▇▇▇▇▇'▇Moody's;
(2) procure another person to become co-obligor or guarantor in respect ▇▇ ▇▇▇▇ect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree agreed with ▇▇▇▇▇'▇Moody's;
(3) take such other action as Party A may agree agreed with ▇▇▇▇▇Moody'▇; or▇▇
(4) put in place a ▇▇▇▇-tomark-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ ▇▇nt in a form and subs▇▇▇▇e acceptable to Moody's (which may be based on the credit support documentation docu▇▇▇▇▇▇▇on published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Moody's Criteria (as defined below) or such other criteria relating to the amount of collateral requ▇▇▇▇▇▇▇s as may be agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above ▇▇▇▇▇ are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt unsubordina▇▇▇ ▇▇▇t obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being a "SUBSEQUENT MOODY'S RATING ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable ▇ ▇▇▇▇ efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost, either:
Appears in 1 contract
Sources: Funding Swap Agreement (Permanent Mortgages Trustee LTD)
Ratings Event. (i) If the shortlong-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-1+AA-" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("S&P") and, as a result of such cessation, the then current rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term[long]-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-3[BBB-]" by S&P and, as a result of such downgrade, the then current rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Rating Event, at its own cost either:
(1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇;
(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-co- obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇;
(3) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Rating Event, at its own cost, either:
Appears in 1 contract
Sources: Schedule to the Master Agreement (Permanent Mortgages Trustee LTD)
Ratings Event. (i) If the shortlong-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider of Party A (or its successor) cease to be rated at least as high as "A-1+AA-" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Hill Companies, Inc. ("S&P") and, as a result of such cessationsuc▇ ▇▇▇▇▇▇▇▇▇, the then current rating of the Series 1 2 Class [A/B/C] Seventh C Sixth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-tomark-to-market collateral agreement (which may be based on bas▇▇ ▇n the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 2 Class [A/B/C] Seventh C Sixth Issuer Notes by S&P at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh C Sixth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 2 Class [A/B/C] Seventh C Sixth Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 2 Class [A/B/C] Seventh C Sixth Issuer Notes by S&P at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh C Sixth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 2 Class [A/B/C] Seventh C Sixth Issuer Notes at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh C Sixth Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 2 Class [A/B/C] Seventh C Sixth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the shortlong-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider of Party A (or its successor) cease to be rated at least as high as "A-3BBB-" by S&P and, as a result of such downgrade, the then current rating of the Series 1 2 Class [A/B/C] Seventh C Sixth Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 2 Class [A/B/C] Seventh C Sixth Issuer Notes by S&P at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh C Sixth Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 2 Class [A/B/C] Seventh C Sixth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 2 Class [A/B/C] Seventh C Sixth Issuer Notes at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh C Sixth Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-tomark-to-market collateral arrangement put in place pursuant to ▇▇ paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) If the long-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider of Party A (or its successor) cease to be rated at least as high as the lower of (A) "A1" (or its equivalent) by ▇▇▇▇▇'▇; or
Moody's and (B) the short-term, unsecured and unsubordinated debt obligations highest rating of Party Athe Series 2 Class C Sixth Issuer Notes then issued by Moody's Credit Support Provider cease immediately prior to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇, such cessation (such cessation being an "INITIAL ▇▇▇▇▇'▇ MOODY'S RATING EVENT"), then Party A will, within 30 days of the occurrence o▇ ▇▇▇ ▇ccurrence of such Initial ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost either:
(1) transfer ▇▇▇▇▇fer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree agreed with ▇▇▇▇▇'▇Moody's;
(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree agreed with ▇▇▇▇▇'▇Moody's;
(3) take such other action as Party A may agree agreed with ▇▇▇▇▇'▇Moody's; or
(4) put in place a ▇▇▇▇-tomark-to-market collateral agreement in a form and substance acceptable to sub▇▇▇▇▇'▇ ce acceptable to Moody's (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Moody's Criteria (as defined below) or such other criteria relating to the amount of collateral requirements as may be agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) If the long-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider of Party A (or its successor) cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party AMoody's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ MOODY'S RATING EVENT"), then Party A will:
(1) on a reasonable efforts best ▇▇▇▇▇▇s basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost, eitherattempt either ▇▇:
Appears in 1 contract
Sources: Schedule to the Master Agreement (Permanent Mortgages Trustee LTD)
Ratings Event. (i) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-1+" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Hill Companies, Inc. ("S&P") and, as a result of such cessationsu▇▇ ▇▇▇▇▇▇▇▇n, the then current rating of the Series 1 Class [A/B/C] Seventh A Sixth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-tomark-to-market collateral agreement (which may be based on bas▇▇ ▇n the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh A Sixth Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh A Sixth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh A Sixth Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh A Sixth Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh A Sixth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh A Sixth Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh A Sixth Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh A Sixth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh A Sixth Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh A Sixth Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh A Sixth Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh A Sixth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh A Sixth Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh A Sixth Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-tomark-to-market collateral arrangement put in place pursuant to pursuan▇ ▇▇ paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B▇) the ▇▇▇ short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being an "INITIAL MOODY'S RATING ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the ▇▇ ▇▇▇ occurrence of such Initial ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost either:
(1) transfer ▇▇▇▇▇fer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇Moody's;
(2) procure another person to become co-obligor or guarantor ▇▇ ▇▇▇rantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇Moody's;
(3) take such other action as Party A may agree with ▇▇▇▇ ▇▇'▇oody's; or
(4) put in place a ▇▇▇▇-tomark-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ ▇ent in a form and sub▇▇▇▇ce acceptable to Moody's (which may be based on the credit support documentation doc▇▇▇▇▇▇▇ion published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Moody's Criteria (as defined below) or such other criteria relating relatin▇ to the amount of collateral as may be agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3iii)(▇) above ▇▇▇ve are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt unsubordin▇▇▇▇ ▇▇bt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being a "SUBSEQUENT MOODY'S RATI▇▇ ▇▇▇▇▇'▇ RATING EVENTT"), then Party A will:
(1) on a reasonable o▇ ▇ ▇▇▇sonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost, either:
Appears in 1 contract
Ratings Event. (i) If the shortlong-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-1+AA-" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Hill Companies, Inc. ("S&P") and, as a result of such cessationsu▇▇ ▇▇▇▇▇▇▇▇n, the then current rating of the Series 1 2 Class [A/B/C] C Seventh Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-tomark-to-market collateral agreement (which may be based on bas▇▇ ▇n the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 2 Class [A/B/C] C Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 2 Class [A/B/C] C Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 2 Class [A/B/C] C Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 2 Class [A/B/C] C Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 2 Class [A/B/C] C Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 2 Class [A/B/C] C Seventh Issuer Notes at, or restore the rating of the Series 1 2 Class [A/B/C] C Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 2 Class [A/B/C] C Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term[long]-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-3[BBB-]" by S&P and, as a result of such downgrade, the then current rating of the Series 1 2 Class [A/B/C] C Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 2 Class [A/B/C] C Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 2 Class [A/B/C] C Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 2 Class [A/B/C] C Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 2 Class [A/B/C] C Seventh Issuer Notes at, or restore the rating of the Series 1 2 Class [A/B/C] C Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-tomark-to-market collateral arrangement put in place pursuant to pursuan▇ ▇▇ paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt unsubordin▇▇▇▇ ▇▇bt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being an "INITIAL MOODY'S RATING ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the ▇▇ ▇▇▇ occurrence of such Initial ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost either:
(1) transfer ▇▇▇▇▇fer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇Moody's;
(2) procure another person to become co-obligor or guarantor ▇▇ ▇▇▇rantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇Moody's;
(3) take such other action as Party A may agree with ▇▇▇▇ ▇▇'▇oody's; or
(4) put in place a ▇▇▇▇-tomark-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ ▇ent in a form and sub▇▇▇▇ce acceptable to Moody's (which may be based on the credit support documentation doc▇▇▇▇▇▇▇ion published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Moody's Criteria (as defined below) or such other criteria relating relatin▇ to the amount of collateral as may be agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3iii)(▇) above ▇▇▇ve are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt unsubordin▇▇▇▇ ▇▇bt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being a "SUBSEQUENT MOODY'S RATI▇▇ ▇▇▇▇▇'▇ RATING EVENTT"), then Party A will:
(1) on a reasonable o▇ ▇ ▇▇▇sonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost, either:
Appears in 1 contract
Ratings Event. (i) If In the shortevent that the long-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider of Party A (or its successor) cease to be rated at least as high as ["A-1+" AA-"] by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Hill Companies, Inc. ("S&P") and, as a result of such cessation▇▇▇▇▇▇▇▇▇▇g, the then current rating of the Series 1 o Class [A/B/C] Seventh o Third Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENTRating Event"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, Ratings Event at its own cost either:
(A) put in place an appropriate ▇▇▇▇-tomark-to-market collateral agreement agreement, (which may be based ba▇▇▇ on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its Party A's obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating ratings of the Series 1 o Class [A/B/C] Seventh o Third Issuer Notes by S&P at, or restore the rating of the Series 1 o Class [A/B/C] Seventh o Third Issuer Notes by S&P to, to the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNTCollateral Amount") is determined on a basis which satisfies (but is no more onerous than) than the criteria of S&P published on 17th December, 2003in January 1999, as amended and supplemented from time to timein June 2000, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (as referred to, in part, in the article entitled New Interest Rate Currency Swap Criteria Broadens Allowable Counterparties in the January 1999 issue of S&P's Structured Finance Publication) (the "S&P CRITERIACriteria") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 o Class [A/B/C] Seventh o Third Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to of this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating ratings of the Series 1 o Class [A/B/C] Seventh o Third Issuer Notes by S&P at, or restore the rating of the Series 1 o Class [A/B/C] Seventh o Third Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 o Class [A/B/C] Seventh o Third Issuer Notes at, or restore the rating of the Series 1 o Class [A/B/C] Seventh o Third Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 o Class [A/B/C] Seventh o Third Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If In the shortevent that the long-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider cease of Party A (or its successor) is downgraded by Moody's below the lower of (A) "A1" (or its equivalent) ▇▇▇ (B) the highest rating then issued by Moody's immediately prior to be rated at least as high as "A-3" by S&P and, as a result such downgrading in respe▇▇ ▇▇ ▇ny of such downgrade, the then current rating of the outstanding Series 1 o Class [A/B/C] Seventh o Third Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a downgrading being an "SUBSEQUENT S&P RATING EVENTInitial Moody's Rating Event"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a o▇ ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost either:
(1) transfer t▇▇▇▇▇▇▇ all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree agreed with ▇▇▇▇▇'▇Moody's;
(2) procure another person to become co-obligor or guarantor in oblig▇▇ ▇▇ respect of the obligations of Party A under this Agreement, which such co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree agreed with ▇▇▇▇▇'▇Moody's;
(3) take such other action as Party A may agree agreed with Moody's; ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-tomark-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ ment in a form and su▇▇▇▇nce acceptable to Moody's (which may be based on the credit support documentation docu▇▇▇▇▇▇▇on published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Moody's Criteria (as defined below) or such other criteria relating to the amount of collateral as may be b▇ agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1ii)(1), (iii)(2ii)(2) or (iii)(3ii)(3) above ▇▇▇▇▇ are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4ii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iviii) If:
(A) In the event that the long-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider of Party A (or its successor) cease to be rated as high as ["A3" Baa"] (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party AMoody's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT Subsequent Moody's Rating Ev▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts basis, as soon as reasonably practicable after within 30 d▇▇▇ ▇▇ the occurrence of such Subsequent Moody's Rating Event on a best efforts basis, and at i▇▇ ▇▇▇▇▇'▇ Rating Event, at its own cost, eitherattempt either to:
Appears in 1 contract
Ratings Event. (i) If STANDARD & POOR'S RATING DOWNGRADE In the shortevent that the [LONG-TERM][short term]* , unsecured and unsubordinated debt obligations of Party A's A (or its successor or assignee) and, if relevant, any Credit Support Provider cease to be rated at least as high as of Party A, are downgraded below ["A-1AA-"]["A-1+" "]* by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Companies Inc. ("S&P") and, as a result of such cessationdowngrade, the then current rating of the Series 1 2 Class [A/B/C] M Seventh Issuer Notes is may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost cost, either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement agreement, (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will shall be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) than the criteria of S&P published on 17th Decemberas at 31st September, 2003, as amended and supplemented from time to time, 1999 which enables enable entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation collateralisation, are rated at a higher level (as referred to, in part, in the article entitled New Structured Finance Interest Rate and Currency Swap Criteria Broadens Allowable Counterparties in the January 1999 issue of S&P's Structured Finance publication) (the "S&P CRITERIA") ), and (y) the Collateral Amount will shall not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 2 Class [A/B/C] M Seventh Issuer Notes at or to the level at which they would have been at immediately prior to such Initial S&P Rating Event;downgrading; or
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory whose short- term, unsecured and unsubordinated debt obligations are rated at least as high as ""F1" by Fitch Ratings Limited ("FITCH") and whose long-term, unsecured and unsubordinated debt obligations are rated at least as high as ["AA-"]["A- 1+"]* by S&P and "A1" by ▇▇▇▇▇'▇ Investors Services ("MOODY'S") or, in each case, such other ratings as are commensurate with the ratings assigned to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 2 Class [A/B/C] M Seventh Issuer Notes by S&P at, or restore the such rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior agencies from time to such Initial S&P Rating Event);time; or
(C) obtain a guarantee procure another person to become co-obligor in respect of its rights and the obligations with respect to of Party A under this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as _____________________________ *Upon allocation of the swaps, the rating downgrade provisions may vary. Where wording is contained in square brackets, if the wording highlighted in bold is selected then all such options in bold will apply and if the wording highlighted in italics is selected then all such options in italics will apply. Party A may agree with S&P as will result in the rating of the Series 1 2 Class [A/B/C] M Seventh Issuer Notes then outstanding following the taking of such action being maintained at, or restored to, rated no lower than the level it would have been at rating of the Series 2 Class M Seventh Issuer Notes immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateraldowngrade.
(ii) If MOODY'S "A1/P-1" RATINGS DOWNGRADE In the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) Ifevent that:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) and, if relevant, any Credit Support Provider of Party A, cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇; Moody's, or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) and, if relevant, any Credit Support Provider of Party A, cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇Moody's, and as a result of such downgrade the then current ratings of the Series 2 Class M Seventh Issuer Notes may, in the opinion of Moody's, be downgraded or placed under review for possible downgrade (such cessation being downgrade or placing under review for downgrade, an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Rating Event, on a reasonable efforts basis and at its own cost eitherattempt to:
(1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Moody's Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with in relation to whom Moody's has confirmed that there would be no Initial ▇▇▇▇▇'▇;▇ Rating Event; or
(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which ; such co-obligor or guarantor may be either (x) a person with the Moody's Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other a person as Party A may agree with ▇▇▇▇▇'▇;
(3) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable relation to ▇▇▇▇▇'▇ (which may whom Moody's has confirmed that there would be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent no Initial ▇▇▇▇▇'▇ Rating Event; or
(3) take such other action Moody's shall confirm to Party A will remedy an Initial ▇▇▇▇▇'▇ Rating Event [; OR][.]*
(4) PUT IN PLACE A ▇▇▇▇-TO-MARKET COLLATERAL AGREEMENT IN A FORM AND SUBSTANCE ACCEPTABLE TO MOODY'S (WHICH MAY BE BASED ON THE CREDIT SUPPORT DOCUMENTATION PUBLISHED BY ISDA, OR OTHERWISE, AND RELATES TO COLLATERAL IN THE FORM OF CASH OR SECURITIES OR BOTH) IN SUPPORT OF ITS OBLIGATIONS UNDER THIS AGREEMENT WHICH COMPLIES WITH THE ▇▇▇▇▇'▇ CRITERIA (OR SUCH OTHER AMOUNT AS MAY BE AGREED WITH MOODY'S).] [Pending compliance with any of (ii)(B)(1), (ii)(B)(2) or (ii)(B)(3) above, Party A will, at its own cost, either:
Appears in 1 contract
Ratings Event. (i) If the shortlong-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider of Party A (or its successor) cease to be rated at least as high as "A-1+AA-" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Hill Companies, Inc. ("S&P") and, as a result of such cessationsu▇▇ ▇▇▇▇▇▇▇▇n, the then current rating of the Series 1 2 Class [A/B/C] Seventh B Sixth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-tomark-to-market collateral agreement (which may be based on bas▇▇ ▇n the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 2 Class [A/B/C] Seventh B Sixth Issuer Notes by S&P at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh B Sixth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 2 Class [A/B/C] Seventh B Sixth Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 2 Class [A/B/C] Seventh B Sixth Issuer Notes by S&P at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh B Sixth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 2 Class [A/B/C] Seventh B Sixth Issuer Notes at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh B Sixth Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 2 Class [A/B/C] Seventh B Sixth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the shortlong-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider of Party A (or its successor) cease to be rated at least as high as "A-3BBB-" by S&P and, as a result of such downgrade, the then current rating of the Series 1 2 Class [A/B/C] Seventh B Sixth Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 2 Class [A/B/C] Seventh B Sixth Issuer Notes by S&P at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh B Sixth Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 2 Class [A/B/C] Seventh B Sixth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 2 Class [A/B/C] Seventh B Sixth Issuer Notes at, or restore the rating of the Series 1 2 Class [A/B/C] Seventh B Sixth Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-tomark-to-market collateral arrangement put in place pursuant to pursuan▇ ▇▇ paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) If the long-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider of Party A (or its successor) cease to be rated at least as high as the lower of (A) "A1" (or its equivalent) by Moody's and (B) the highest rating of the Series 2 Class B ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A▇ Issuer Notes then issued by Moody's Credit Support Provider cease immediately prior to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇, such cessation (such cessation being an "INITIAL ▇▇▇▇▇'▇ MOODY'S RATING EVENT"), then Party A will, within 30 days of the ▇▇ ▇▇▇ occurrence of such Initial ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost either:
(1) transfer ▇▇▇▇▇fer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree agreed with ▇▇▇▇▇'▇Moody's;
(2) procure another person to become co-obligor or guarantor ▇▇ ▇▇▇rantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree agreed with ▇▇▇▇▇'▇Moody's;
(3) take such other action as Party A may agree agreed with ▇▇▇▇▇Moody'▇; or▇▇
(4) put in place a ▇▇▇▇-tomark-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ ▇ent in a form and sub▇▇▇▇ce acceptable to Moody's (which may be based on the credit support documentation doc▇▇▇▇▇▇▇ion published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Moody's Criteria (as defined below) or such other criteria relating to the amount of collateral requirements as may be agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3iii)(▇) above ▇▇▇ve are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) If the long-term, unsecured and unsubordinated debt obligations of Party A's the Credit Support Provider of Party A (or its successor) cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party AMoody's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT MOODY'S RATING ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts best ▇▇▇▇▇▇s basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost, eitherattempt either ▇▇:
Appears in 1 contract
Sources: Schedule to the Master Agreement (Permanent Mortgages Trustee LTD)
Ratings Event. (i) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-1+" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇McGraw-▇▇▇▇ Hill Companies, Inc. ("S&P") and, as a result of such cessation▇▇▇▇▇▇▇▇▇, the then current rating of the Series 1 Class [A/B/C] Seventh B Sixth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-tomark-to-market collateral agreement (which may be based on ▇▇ the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh B Sixth Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh B Sixth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh B Sixth Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh B Sixth Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh B Sixth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh B Sixth Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh B Sixth Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh B Sixth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh B Sixth Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh B Sixth Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh B Sixth Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh B Sixth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh B Sixth Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh B Sixth Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-tomark-to-market collateral arrangement put in place pursuant to paragraph ▇▇ ▇aragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the ▇▇▇ short-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being an "INITIAL MOODY'S RATING E▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence ▇▇▇ ▇▇currence of such Initial ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost either:
(1) transfer t▇▇▇▇▇▇▇ all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇Moody's;
(2) procure another person to become co-obligor or guarantor o▇ ▇▇▇▇▇ntor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇Moody's;
(3) take such other action as Party A may agree with w▇▇▇ ▇▇▇▇▇'▇dy's; or
(4) put in place a ▇▇▇▇-tomark-to-market collateral agreement in a form and substance acceptable to a▇▇▇▇▇'▇▇t in a form and subst▇▇▇▇ acceptable to Moody's (which may be based on the credit support documentation docum▇▇▇▇▇▇▇n published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Moody's Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇Moody's. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above ▇▇▇▇▇ are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇Moody's; or
(B) the short-term, unsecured and unsubordinated debt unsubordinat▇▇ ▇▇▇▇ obligations of Party A's A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇Moody's, (such cessation being a "SUBSEQUENT MOODY'S RATING ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable ▇▇▇▇▇▇able efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Moody's Rating Event, at its own cost, either:
Appears in 1 contract
Ratings Event. If a Ratings Event (as defined below) occurs with respect to BSFP, then BSFP shall, at is own expense, (i) If subject to the short-termRating Agency Condition (as defined below), unsecured assign this Transaction hereunder to a third party within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below), (ii) deliver collateral, and unsubordinated debt obligations of Party A's an executed ISDA Credit Support Provider cease Annex, within thirty (30) days of such Ratings Event and subject to be rated at least as high as "A-1+" by each of Standard & and Poor's Rating Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("S&P") and, as a result of such cessation, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA's") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being an "INITIAL ▇▇▇▇▇'▇ RATING Investors Service, Inc. ("Moody's" and together with S&P, the "Rating Agencies) written confirmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Certificates, or (iii) any other action that satisfies the Rating Agency Condition. For the avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that BSFP does not post sufficient collateral. For purposes of this Transaction, a "RATINGS EVENT" shall occur with respect to BSFP, if its long-term unsecured and unsubordinated debt rating ceases to be rated at least ")AA-" by S&P, then Party A willand at least "Aa3" by Moody's (including in connection with a merger, consolidation or other similar transaction by BSFP) such ratings being referred to herein as the "Approved Ratings Thresholds", (unless, within 30 days after such withdrawal or downgrade, each of Moody's and S&P has reconfirmed the rating of the occurrence Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade. For purposes of this provision, "RATING AGENCY CONDITION" means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Rating Agencies then providing a rating of the Certificates and receive from the Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates. Notwithstanding the foregoing, in the event that BSFP's long-term unsecured and unsubordinated debt rating is either (i) withdrawn or (ii) reduced below "BBB-" by S&P or "A2" by Moody's, or its unsecured, short-term debt obligations is reduced below "A-3" by S&P then, BSFP shall, within (10) days of such Initial ▇▇▇▇▇'▇ Rating Eventreduction, at its own cost either:
expense, and satisfying the Rating Agency Condition, either (1i) transfer all of its rights and obligations with respect secure another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to either this Agreement, (xii) obtain a replacement third party guaranty acceptable to the Rating Agencies, of another person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party BApproved Rating Thresholds, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇;
(2) procure another person to become co-obligor or guarantor in respect of the honor, BSFP's obligations of Party A under this Agreement, which co-obligor or guarantor may be either (xiii) a person with any other action that satisfies the Required Ratings (Rating Agency Condition. Failure to satisfy the foregoing shall constitute an Additional Termination Event as defined belowby Section 5(b)(v) domiciled in of the same legal jurisdiction ISDA Form Master Agreement, with BSFP as Party A or Party Bthe sole Affected Party. Notwithstanding any of the above downgrades, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇;
(3) take such other action as Party A may agree with ▇▇▇▇▇'▇; or
(4) put in place unless and until BSFP transfers the Transaction to a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable replacement counterparty pursuant to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDAforegoing, or otherwise, and relates BSFP will continue to collateral in the form of cash or securities or both) in support of perform its obligations under this Agreement which complies the Transaction. BSFP's failure to comply with the ▇▇▇▇▇'▇ Criteria (above downgrade provisions and requirements shall constitute the sole Additional Termination Events as defined belowin Section 5(b)(v) or such other criteria relating to of the amount of collateral as may be agreed with ▇▇▇▇▇'▇. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateralISDA Form Master Agreement.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇; or
(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will:
(1) on a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Rating Event, at its own cost, either:
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Mortgage Loan Asset-Backed Certificates, Series 2006-Ahl1)